Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 04, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | STRO | |
Entity Registrant Name | SUTRO BIOPHARMA, INC. | |
Entity Central Index Key | 0001382101 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity File Number | 001-38662 | |
Entity Tax Identification Number | 47-0926186 | |
Entity Address, Address Line One | 111 Oyster Point Blvd | |
Entity Address, City or Town | South San Francisco | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94080 | |
City Area Code | 650 | |
Local Phone Number | 881-6500 | |
Entity Common Stock, Shares Outstanding | 52,161,451 | |
Security Exchange Name | NASDAQ | |
Title of 12(b) Security | Common stock, $0.001 par value | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Incorporation, State or Country Code | DE | |
Entity Interactive Data Current | Yes |
Condensed Balance Sheets (Unaud
Condensed Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 79,115 | $ 30,414 |
Marketable securities | 112,513 | 130,343 |
Investment in equity securities | 34,008 | 37,181 |
Accounts receivable | 97,671 | 12,454 |
Prepaid expenses and other current assets | 8,204 | 8,123 |
Total current assets | 331,511 | 218,515 |
Property and equipment, net | 23,600 | 22,550 |
Operating lease right-of-use assets | 27,716 | 29,041 |
Marketable securities, non-current | 0 | 68,775 |
Other non-current assets | 1,921 | 1,655 |
Restricted cash | 872 | 872 |
Total assets | 385,620 | 341,408 |
Current liabilities: | ||
Accounts payable | 12,567 | 11,327 |
Accrued compensation | 7,748 | 11,417 |
Deferred revenue—current | 6,490 | 5,496 |
Operating lease liability - current | 1,120 | 1,037 |
Debt—current | 12,500 | 9,375 |
Other current liabilities | 4,147 | 3,084 |
Total current liabilities | 44,572 | 41,736 |
Deferred revenue - non-current | 90,000 | |
Operating lease liability - non-current | 32,069 | 31,224 |
Debt—non-current | 9,779 | 15,738 |
Other noncurrent liabilities | 142 | 146 |
Total liabilities | 176,562 | 88,844 |
Commitments and contingencies (Note 7) | ||
Stockholders’ equity: | ||
Preferred stock, $0.001 par value - 10,000,000 shares authorized as of June 30, 2022 and December 31, 2021; 0 shares issued and outstanding as of June 30, 2022 and December 31, 2021 | ||
Common stock, $0.001 par value - 300,000,000 shares authorized as of June 30, 2022 and December 31, 2021; 46,926,859 and 46,327,131 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively | 49 | 46 |
Additional paid-in-capital | 608,898 | 586,243 |
Accumulated other comprehensive (loss) income | (1,356) | (314) |
Accumulated deficit | (398,533) | (333,411) |
Total stockholders’ equity | 209,058 | 252,564 |
Total Liabilities and Stockholders’ Equity | $ 385,620 | $ 341,408 |
Condensed Balance Sheets (Una_2
Condensed Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 48,674,232 | 46,327,131 |
Common stock, shares outstanding | 48,674,232 | 46,327,131 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenues | $ 28,096 | $ 28,049 | $ 33,993 | $ 42,709 |
Operating expenses | ||||
Research and development | 32,332 | 25,309 | 62,322 | 47,871 |
General and administrative | 15,143 | 12,545 | 30,182 | 23,652 |
Total operating expenses | 47,475 | 37,854 | 92,504 | 71,523 |
Loss from operations | (19,379) | (9,805) | (58,511) | (28,814) |
Interest income | 197 | 175 | 313 | 372 |
Unrealized (loss) gain on equity securities | (3,736) | 4,325 | (3,173) | (6,364) |
Interest and other expense, net | (594) | (847) | (1,251) | (1,705) |
Loss before provision for income taxes | (23,512) | (6,152) | (62,622) | (36,511) |
Provision for income taxes | 2,500 | 2,500 | ||
Net loss | $ (26,012) | $ (6,152) | $ (65,122) | $ (36,511) |
Net loss per share, basic | $ (0.55) | $ (0.13) | $ (1.39) | $ (0.79) |
Net loss per share, diluted | $ (0.55) | $ (0.13) | $ (1.39) | $ (0.79) |
Weighted-average shares used in computing basic loss per share | 46,957,196 | 46,116,175 | 46,729,663 | 46,007,892 |
Weighted-average shares used in computing diluted loss per share | 46,957,196 | 46,116,175 | 46,729,663 | 46,007,892 |
Condensed Statements of Compreh
Condensed Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (26,012) | $ (6,152) | $ (65,122) | $ (36,511) |
Other comprehensive loss: | ||||
Unrealized loss on available-for-sale securities | (204) | (45) | (1,042) | (174) |
Comprehensive loss | $ (26,216) | $ (6,197) | $ (66,164) | $ (36,685) |
Condensed Statements of Stockho
Condensed Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Balances at Dec. 31, 2020 | $ 332,048 | $ 46 | $ 559,746 | $ 129 | $ (227,873) |
Common Stock Balance, Shares at Dec. 31, 2020 | 45,752,116 | ||||
Exercise of common stock options | 1,360 | 1,360 | |||
Exercise of common stock options, Shares | 129,161 | ||||
Issuance of common stock under Employee Stock Purchase Plan | 873 | 873 | |||
Issuance of common stock under Employee Stock Purchase Plan, Shares | 93,346 | ||||
Vesting of restricted stock units, Shares | 147,349 | ||||
Stock transaction associated with taxes withheld on restricted stock units | (407) | (407) | |||
Stock transaction associated with taxes withheld on restricted stock units,Shares | (18,366) | ||||
Stock-based compensation expense | 3,952 | 3,952 | |||
Net unrealized gain (loss) on available-for-sale securities | (129) | (129) | |||
Net loss | (30,359) | (30,359) | |||
Balances at Mar. 31, 2021 | 307,338 | $ 46 | 565,524 | (258,232) | |
Common Stock Balance, Shares at Mar. 31, 2021 | 46,103,606 | ||||
Balances at Dec. 31, 2020 | 332,048 | $ 46 | 559,746 | 129 | (227,873) |
Common Stock Balance, Shares at Dec. 31, 2020 | 45,752,116 | ||||
Net unrealized gain (loss) on available-for-sale securities | (174) | ||||
Net loss | (36,511) | ||||
Balances at Jun. 30, 2021 | 307,500 | $ 46 | 571,883 | (45) | (264,384) |
Common Stock Balance, Shares at Jun. 30, 2021 | 46,141,454 | ||||
Balances at Mar. 31, 2021 | 307,338 | $ 46 | 565,524 | (258,232) | |
Common Stock Balance, Shares at Mar. 31, 2021 | 46,103,606 | ||||
Exercise of common stock options | 452 | 452 | |||
Exercise of common stock options, Shares | 40,902 | ||||
Return and retirement of common stocks | 6,804 | ||||
Vesting of restricted stock units, Shares | 3,750 | ||||
Stock-based compensation expense | 5,907 | 5,907 | |||
Net unrealized gain (loss) on available-for-sale securities | (45) | (45) | |||
Net loss | (6,152) | (6,152) | |||
Balances at Jun. 30, 2021 | 307,500 | $ 46 | 571,883 | (45) | (264,384) |
Common Stock Balance, Shares at Jun. 30, 2021 | 46,141,454 | ||||
Balances at Dec. 31, 2021 | 252,564 | $ 46 | 586,243 | (314) | (333,411) |
Common Stock Balance, Shares at Dec. 31, 2021 | 46,327,131 | ||||
Exercise of common stock options | 180 | 180 | |||
Exercise of common stock options, Shares | 32,497 | ||||
Issuance of common stock under Employee Stock Purchase Plan | 1,006 | 1,006 | |||
Issuance of common stock under Employee Stock Purchase Plan, Shares | 146,165 | ||||
Vesting of restricted stock units | $ 1 | (1) | |||
Vesting of restricted stock units, Shares | 465,731 | ||||
Stock transaction associated with taxes withheld on restricted stock units | (404) | (404) | |||
Stock transaction associated with taxes withheld on restricted stock units,Shares | (44,665) | ||||
Stock-based compensation expense | 6,974 | 6,974 | |||
Net unrealized gain (loss) on available-for-sale securities | (838) | (838) | |||
Net loss | (39,110) | (39,110) | |||
Balances at Mar. 31, 2022 | 220,372 | $ 47 | 593,998 | (1,152) | (372,521) |
Common Stock Balance, Shares at Mar. 31, 2022 | 46,926,859 | ||||
Balances at Dec. 31, 2021 | 252,564 | $ 46 | 586,243 | (314) | (333,411) |
Common Stock Balance, Shares at Dec. 31, 2021 | 46,327,131 | ||||
Net unrealized gain (loss) on available-for-sale securities | (1,042) | ||||
Net loss | (65,122) | ||||
Balances at Jun. 30, 2022 | 209,058 | $ 49 | 608,898 | (1,356) | (398,533) |
Common Stock Balance, Shares at Jun. 30, 2022 | 48,674,232 | ||||
Balances at Mar. 31, 2022 | 220,372 | $ 47 | 593,998 | (1,152) | (372,521) |
Common Stock Balance, Shares at Mar. 31, 2022 | 46,926,859 | ||||
Exercise of common stock options | 2 | 2 | |||
Exercise of common stock options, Shares | 298 | ||||
Vesting of restricted stock units, Shares | 31,375 | ||||
Stock transaction associated with taxes withheld on restricted stock units | (9) | (9) | |||
Stock transaction associated with taxes withheld on restricted stock units,Shares | (1,296) | ||||
Stock-based compensation expense | 6,696 | 6,696 | |||
Issuance of common stock in connection with At-The-Market sale, net of issuance costs | 8,213 | $ 2 | 8,211 | ||
Issuance of common stock in connection with At-The-Market sale, net of issuance costs, Shares | 1,716,996 | ||||
Net unrealized gain (loss) on available-for-sale securities | (204) | (204) | |||
Net loss | (26,012) | (26,012) | |||
Balances at Jun. 30, 2022 | $ 209,058 | $ 49 | $ 608,898 | $ (1,356) | $ (398,533) |
Common Stock Balance, Shares at Jun. 30, 2022 | 48,674,232 |
Condensed Statements of Stock_2
Condensed Statements of Stockholders' Equity (Parenthetical) (Unaudited) $ in Thousands | 3 Months Ended |
Jun. 30, 2022 USD ($) | |
ATM | |
Common stock, issuance costs | $ 690 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Operating activities | ||
Net loss | $ (65,122) | $ (36,511) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 2,724 | 2,411 |
Amortization of premium on marketable securities | 913 | 1,194 |
Stock-based compensation | 13,670 | 9,859 |
Noncash lease expenses | 1,325 | 2,384 |
Unrealized loss on equity securities | 3,173 | 6,364 |
Remeasurement of liability awards | (9) | 25 |
Other | 22 | 258 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (85,217) | (3,601) |
Prepaid expenses and other assets | (81) | (4,818) |
Accounts payable | 836 | 1,742 |
Accrued compensation | (3,669) | (2,313) |
Other liabilities | 1,072 | 434 |
Deferred revenue | 90,994 | (12,382) |
Change in operating lease liability | 928 | (739) |
Net cash used in operating activities | (38,441) | (35,693) |
Investing activities | ||
Purchases of marketable securities | (14,938) | (202,315) |
Maturities of marketable securities | 70,409 | 85,250 |
Sales of marketable securities | 29,179 | 9,000 |
Purchases of equipment and leasehold improvements | (3,753) | (7,789) |
Net cash provided by (used in) investing activities | 80,897 | (115,854) |
Financing activities | ||
Payment of issuance costs | (491) | |
Proceeds from At-The-Market Sale, net of issuance costs | 8,595 | |
Payment of debt | (3,125) | |
Proceeds from exercise of common stock options | 182 | 1,812 |
Taxes paid related to net shares settlement of restricted stock units | (413) | (407) |
Proceeds from employee stock purchase plan | 1,006 | 873 |
Net cash provided by financing activities | 6,245 | 1,787 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 48,701 | (149,760) |
Cash, cash equivalents and restricted cash at beginning of period | 31,286 | 207,024 |
Cash, cash equivalents and restricted cash at end of period | 79,987 | 57,264 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 998 | 1,020 |
Supplemental disclosure of non-cash investing and financing information: | ||
Purchases of equipment included in accounts payable | 392 | 1,376 |
Issuance costs included in accounts payable | $ 382 | |
Embedded interest associated with program fees | $ 412 |
Organization and Principal Acti
Organization and Principal Activities | 6 Months Ended |
Jun. 30, 2022 | |
Disclosure Text Block [Abstract] | |
Organization and Principal Activities | 1. Organization and Principal Activities Description of Business Sutro Biopharma, Inc. (the “Company”), is a clinical-stage oncology company developing site-specific and novel-format antibody drug conjugates, or ADCs. The Company was incorporated on April 21, 2003 and is headquartered in South San Francisco, California. The Company operates in one business segment, the development of biopharmaceutical products. At-The-Market Sales During the three months ended June 30, 2022, the Company sold an aggregate of 1,716,996 shares of its common stock through its At-the-Market Facility (“ATM Facility”) pursuant to its Open Market Sales Agreement SM dated April 2, 2021 with Jefferies LLC (“Jefferies”), as sales agent (the “Sales Agreement”). The gross proceeds from these sales were approximately $ 8.9 million, before deducting fees of approximately $ 0.7 million, resulting in net proceeds of approximately $ 8.2 million to the Company. Liquidity The Company has incurred significant losses and has negative cash flows from operations. As of June 30, 2022, the Company had an accumulated deficit of $ 398.5 million. Management expects to continue to incur additional substantial losses in the foreseeable future as a result of the Company’s research and development and other operational activities. As of June 30, 2022, the Company had unrestricted cash, cash equivalents and marketable securities of $ 191.6 million, which is available to fund future operations. The Company will need to raise additional capital to support the completion of its research and development activities and to support its operations. The Company believes that its unrestricted cash, cash equivalents and marketable securities as of June 30, 2022 will enable the Company to maintain its operations for a period of at least 12 months following the filing date of its financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation and Use of Estimates The accompanying interim condensed financial statements of the Company are unaudited. These interim condensed financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The December 31, 2021 condensed balance sheet was derived from the audited financial statements as of that date, but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company bases its estimates on historical experience and market-specific or other relevant assumptions that it believes are reasonable under the circumstances. The amounts of assets and liabilities reported in the Company’s condensed balance sheets and the amounts of expenses and income reported for each of the periods presented are affected by estimates and assumptions, which are used for, but are not limited to, determining research and development periods under collaboration arrangements, stock-based compensation expense, valuation of marketable securities, impairment of long-lived assets, income taxes and certain accrued liabilities. Actual results could differ from such estimates or assumptions. The full extent to which the COVID-19 pandemic will directly or indirectly impact the Company’s business, results of operations and financial condition, including revenue, expenses, manufacturing, clinical trials, research and development costs and employee-related amounts, will depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning COVID-19 and the actions taken to contain or treat it, as well as the economic impact on local, regional, national and international customers, suppliers, service providers and markets. The Company has made estimates of the impact of COVID-19 within its financial statements and there may be changes to those estimates in future periods. Actual results could differ from such estimates or assumptions. The accompanying unaudited interim condensed financial statements have been prepared on the same basis as the audited financial statements and, in the opinion of management, reflect all adjustments of a normal recurring nature considered necessary to state fairly the Company’s financial position, results of operations, comprehensive loss, and cash flows for the interim periods. The interim results for the three and six months ended June 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022, or for any other future annual or interim period. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Company’s audited financial statements included in the Annual Report on Form 10-K pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, for the year ended December 31, 2021. Impacts of Recently Adopted Accounting Pronouncements on 2021 Interim Reporting On July 1, 2021 , the Company adopted Accounting Standards Update (“ASU”) No. 2016-02, Leases (“Topic 842”), effective as of January 1, 2021. As a result, interim results for reporting periods beginning on or after January 1, 2021 will differ from amounts previously reported on the Company’s quarterly reports on Form 10-Q. The adoption of ASC 842 did no t have a material impact on the Company’s condensed Statements of Operations and condensed Statements of Cash Flows. Recent Accounting Pronouncements Not Yet Adopted There were no new accounting pronouncements issued since our filing of the Annual Report on Form 10-K for the year ended December 31, 2021, which could have a significant effect on our condensed financial statements. Cash, Cash Equivalents and Restricted Cash The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the balance sheets that sum to the total of the same amounts shown in the condensed Statements of Cash Flows. June 30, 2022 2021 (in thousands) Cash and cash equivalents $ 79,115 $ 56,392 Restricted cash 872 872 Total cash, cash equivalents, and restricted cash shown in the $ 79,987 $ 57,264 Investments in Equity Securities Vaxcyte common stock held by the Company is measured at fair value at each reporting period based on the closing price of Vaxcyte’s common stock on the last trading day of each reporting period, with any unrealized gains and losses recorded in the Company’s condensed Statements of Operations. Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability, or an exit price, in the principal or most advantageous market for that asset or liability in an orderly transaction between market participants on the measurement date and establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs, where available, and minimize the use of unobservable inputs when measuring fair value. The Company determined the fair value of financial assets and liabilities using the fair value hierarchy that describes three levels of inputs that may be used to measure fair value, as follows: Level 1—Quoted prices in active markets for identical assets and liabilities; Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying amounts of accounts receivable, prepaid expenses, accounts payable, accrued liabilities and accrued compensation and benefits approximate fair value due to the short-term nature of these items. The fair value of the Company’s outstanding loan (See Note 6) is estimated using the net present value of the payments, discounted at an interest rate that is consistent with market interest rate, which is a Level 2 input. The estimated fair value of the Company’s outstanding loan approximates the carrying amount, as the loan bears a floating rate that approximates the market interest rate. Revenue Recognition When the Company enters into collaboration agreements, it assesses whether the arrangements fall within the scope of ASC 808 (Collaborative Arrangements (ASC 808)), based on whether the arrangements involve joint operating activities and whether both parties have active participation in the arrangement and are exposed to significant risks and rewards. To the extent that the arrangement falls within the scope of ASC 808, the Company assesses whether the payments between the Company and its collaboration partner fall within the scope of other accounting literature. If it concludes that payments from the collaboration partner to the Company represent consideration from a customer, such as license fees and contract research and development activities, the Company accounts for those payments within the scope of ASC 606, Revenue from Contracts with Customers. However, if the Company concludes that its collaboration partner is not a customer for certain activities and associated payments, such as for certain collaborative research, development, manufacturing and commercial activities, the Company presents such payments as a reduction of research and development expense or general and administrative expense, based on where the Company presents the underlying expense. The Company has no products approved for commercial sale and has not generated any revenue from commercial product sales. The total revenue to date has been generated principally from collaboration and license agreements and to a lesser extent, from manufacturing, supply and services and materials the Company provides to its collaboration partners. Collaboration Revenue The Company derives revenue from collaboration arrangements, under which the Company may grant licenses to its collaboration partners to further develop and commercialize its proprietary product candidates. The Company may also perform research and development activities under the collaboration agreements. Consideration under these contracts generally includes a nonrefundable upfront payment, development, regulatory and commercial milestones and other contingent payments, and royalties based on net sales of approved products. Additionally, the collaborations may provide options for the customer to acquire from the Company materials and reagents, clinical product supply or additional research and development services under separate agreements. The Company assesses which activities in the collaboration agreements are considered distinct performance obligations that should be accounted for separately. The Company develops assumptions that require judgement to determine whether the license to the Company’s intellectual property is distinct from the research and development services or participation in activities under the collaboration agreements. At the inception of each agreement, the Company determines the arrangement transaction price, which includes variable consideration, based on the assessment of the probability of achievement of future milestones and contingent payments and other potential consideration. The Company recognizes revenue over time by measuring its progress towards the complete satisfaction of the relevant performance obligation using an appropriate input or output method based on the nature of the service promised to the customer. For arrangements that include multiple performance obligations, the Company allocates the transaction price to the identified performance obligations based on the standalone selling price, or SSP, of each distinct performance obligation. In instances where SSP is not directly observable, the Company develops assumptions that require judgment to determine the SSP for each performance obligation identified in the contract. These key assumptions may include full-time equivalent, or FTE personnel effort, estimated costs, discount rates and probabilities of clinical development and regulatory success. Upfront Payments : For collaboration arrangements that include a nonrefundable upfront payment, if the license fee and research and development services cannot be accounted for as separate performance obligations, the transaction price is deferred and recognized as revenue over the expected period of performance using a cost-based input methodology. The Company uses judgement to assess the pattern of delivery of the performance obligation. In addition, amounts paid in advance of services being rendered may result in an associated financing component to the upfront payment. Accordingly, the interest on such borrowing cost component will be recorded as interest expense and revenue, based on an appropriate borrowing rate applied to the value of services to be performed by the Company over the estimated service performance period. License Grants: For collaboration arrangements that include a grant of a license to the Company’s intellectual property, the Company considers whether the license grant is distinct from the other performance obligations included in the arrangement. For licenses that are distinct, the Company recognizes revenues from nonrefundable, upfront payments and other consideration allocated to the license when the license term has begun and the Company has provided all necessary information regarding the underlying intellectual property to the customer, which generally occurs at or near the inception of the arrangement. Milestone and Contingent Payments : At the inception of the arrangement and at each reporting date thereafter, the Company assesses whether it should include any milestone and contingent payments or other forms of variable consideration in the transaction price using the most likely amount method. If it is probable that a significant reversal of cumulative revenue would not occur upon resolution of the uncertainty, the associated milestone value is included in the transaction price. At the end of each subsequent reporting period, the Company re-evaluates the probability of achievement of each milestone and any related constraint and, if necessary, adjusts its estimate of the overall transaction price. Since milestone and contingent payments may become payable to the Company upon the initiation of a clinical study or filing for or receipt of regulatory approval, the Company reviews the relevant facts and circumstances to determine when the Company should update the transaction price, which may occur before the triggering event. When the Company updates the transaction price for milestone and contingent payments, the Company allocates the changes in the total transaction price to each performance obligation in the agreement on the same basis as the initial allocation. Any such adjustments are recorded on a cumulative catch-up basis in the period of adjustment, which may result in recognizing revenue for previously satisfied performance obligations in such period. The Company’s collaborators generally pay milestones and contingent payments subsequent to achievement of the triggering event. Research and Development Services : For amounts allocated to the Company’s research and development obligations in a collaboration arrangement, the Company recognizes revenue over time using a cost-based input methodology, representing the transfer of goods or services as activities are performed over the term of the agreement. Materials Supply: The Company provides materials and reagents, clinical materials and services to certain of its collaborators under separate agreements. The consideration for such services is generally based on FTE personnel effort used to manufacture those materials, reimbursed at an agreed upon rate in addition to agreed-upon pricing for the provided materials. The amounts billed are recognized as revenue as the performance obligations are met by the Company. Revenue subject to governmental withholding taxes is recognized on a gross basis with the withholding taxes recorded as a component of income tax expense. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. Fair Value Measurements The following table sets forth the fair value of the Company’s financial assets and liabilities measured on a recurring basis by level within the fair value hierarchy: June 30, 2022 Total Level 1 Level 2 Level 3 (in thousands) Assets: Money market funds $ 61,187 $ 61,187 $ - $ - Commercial paper 23,129 - 23,129 - Corporate debt securities 31,925 - 31,925 - Equity securities 34,008 34,008 - - Asset-backed securities 8,583 - 8,583 - U.S. government securities 36,897 36,897 - - U.S. agency securities 4,990 - 4,990 - Supranational debt securities 15,967 - 15,967 - Total $ 216,686 $ 132,092 $ 84,594 $ - December 31, 2021 Total Level 1 Level 2 Level 3 (in thousands) Assets: Money market funds $ 29,451 $ 29,451 $ - $ - Commercial paper 22,580 - 22,580 - Corporate debt securities 74,861 - 74,861 - Equity securities 37,181 37,181 - - Asset-backed securities 32,957 - 32,957 - U.S. government securities 47,420 47,420 - - Supranational debt securities 21,300 - 21,300 - Total $ 265,750 $ 114,052 $ 151,698 $ - Where applicable, the Company uses quoted market prices in active markets for identical assets to determine fair value. This pricing methodology applies to Level 1 investments, which are comprised of money market funds, U.S. government securities and the Vaxcyte common stock shares held by the Company. If quoted prices in active markets for identical assets are not available, then the Company uses quoted prices for similar assets or inputs other than quoted prices that are observable, either directly or indirectly. These investments are included in Level 2 and consist of commercial paper, corporate debt securities, asset-backed securities, U.S. agency securities and supranational debt securities. These assets are valued using market prices when available, adjusting for accretion of the purchase price to face value at maturity. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. In certain cases where there is limited activity or less transparency around inputs to valuation, securities are classified as Level 3 within the valuation hierarchy. As of June 30, 2022 and December 31, 2021, the Company did no t hold any securities that were classified as Level 3 within the valuation hierarchy. Investments in Equity Securities As of both June 30, 2022 and December 31, 2021, the Company held 1,562,879 shares, respectively, of Vaxcyte common stock with an estimated fair value of $ 34.0 million and $ 37.2 million, respectively. Related to Vaxcyte common stock, the Company recognized an unrealized loss of $ 3.7 million and unrealized gain of $ 4.3 million for the three months ended June 30, 2022 and 2021, respectively, and unrealized loss of $ 3.2 million and $ 6.4 million for the six months ended June 30, 2022 and 2021, respectively. |
Cash Equivalents and Marketable
Cash Equivalents and Marketable Securities | 6 Months Ended |
Jun. 30, 2022 | |
Cash and Cash Equivalents [Abstract] | |
Cash Equivalents and Marketable Securities | 4. Cash Equivalents and Marketable Securities Cash equivalents and marketable securities consisted of the following: June 30, 2022 Amortized Unrealized Unrealized Fair (in thousands) Money market funds $ 61,187 $ - $ - $ 61,187 Commercial paper 23,129 - - 23,129 Corporate debt securities 32,443 - ( 518 ) 31,925 Asset-based securities 8,630 - ( 47 ) 8,583 U.S. government securities 37,462 - ( 565 ) 36,897 U.S. agency securities 4,992 - ( 2 ) 4,990 Supranational debt securities 16,191 - ( 224 ) 15,967 Total 184,034 - ( 1,356 ) 182,678 Less amounts classified as cash equivalents ( 70,167 ) - 2 ( 70,165 ) Total marketable securities $ 113,867 $ - $ ( 1,354 ) $ 112,513 December 31, 2021 Amortized Unrealized Unrealized Fair (in thousands) Money market funds $ 29,451 $ - $ - $ 29,451 Commercial paper 22,580 - - 22,580 Corporate debt securities 75,012 - ( 151 ) 74,861 Asset-based securities 32,975 - ( 18 ) 32,957 U.S. government securities 47,504 - ( 84 ) 47,420 Supranational debt securities 21,361 - ( 61 ) 21,300 Total 228,883 - ( 314 ) 228,569 Less amounts classified as cash equivalents ( 29,451 ) - - ( 29,451 ) Total marketable securities $ 199,432 $ - $ ( 314 ) $ 199,118 As of June 30, 2022 and December 31, 2021, zero and $ 68.8 million, respectively, of marketable securities had maturities of more than one year and less than two years and are classified as non-current assets. There were $ 98.4 million and $ 176.5 million of investments in an unrealized loss position of $ 1.4 million and $ 0.3 million as of June 30, 2022 and December 31, 2021, respectively. During the three and six months ended June 30, 2022 and 2021, the Company did no t record any other-than-temporary impairment charges on its available-for-sale securities. Based on the Company’s procedures under the expected credit loss model, including an assessment of unrealized losses on the portfolio after June 30, 2022 and 2021, the Company concluded that the unrealized losses for its marketable securities were not attributable to credit and therefore an allowance for credit losses for these securities has not been recorded as of June 30, 2022 and 2021. Also, based on the scheduled maturities of the investments, the Company was more likely than not to hold these investments for a period of time sufficient for a recovery of the Company’s cost basis. The Company recognized no material gains or losses on its cash equivalents and current and non-current marketable securities as of June 30, 2022 and December 31, 2021 and as a result, the Company did not reclassify any amounts out of accumulated other comprehensive loss for the period then ended. |
Collaboration and License Agree
Collaboration and License Agreements and Supply Agreements | 6 Months Ended |
Jun. 30, 2022 | |
Collaboration And License Agreements And Supply Agreements [Abstract] | |
Collaboration and License Agreements and Supply Agreements | 5. Collaboration and License Agreements and Supply Agreements The Company has entered into collaboration and license agreements and supply agreements with various pharmaceutical and biotechnology companies. See “Note 5. Collaboration and License Agreements and Supply Agreements” to the Company’s financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2021, or as further described below, for additional information on each of its collaboration agreements. The Company’s accounts receivable balances may contain billed and unbilled amounts from milestones and other contingent payments, as well as reimbursable costs from collaboration and license agreements and supply agreements. The Company performs a regular review of its customers’ credit risk and payment histories, including payments made after period end. Historically, the Company has not experienced credit loss from its accounts receivable and, therefore, has no t recorded a reserve for estimated credit losses as of June 30, 2022 and December 31, 2021. In accordance with the collaboration agreements, the Company recognized revenue as follows: Three Months Ended Six Months Ended June 30, June 30, 2022 2021 2022 2021 (in thousands) (in thousands) Bristol Myers Squibb Company (“BMS”) $ 2,266 $ 5,427 $ 4,431 $ 6,666 Merck Sharp & Dohme Corporation (“Merck”) 146 19,878 1,210 31,761 Merck KGaA, Darmstadt, Germany (operating in the United 137 2,375 2,034 2,595 Vaxcyte 547 369 1,318 1,687 Tasly Biopharmaceuticals Co., Ltd. (“Tasly”) 25,000 - 25,000 - Total revenue $ 28,096 $ 28,049 $ 33,993 $ 42,709 The following table presents the changes in the Company’s deferred revenue balance from collaboration agreements during the six months ended June 30, 2022: Six Months Ended June 30, 2022 (in thousands) Deferred revenue—December 31, 2021 $ 5,496 Additions to deferred revenue 93,250 Recognition of revenue in current period ( 2,256 ) Deferred revenue—June 30, 2022 $ 96,490 The Company’s balance of deferred revenue contains an upfront payment, a license option payment, and an advance payment for an obligation from one of our supply agreements which remains partially unsatisfied. The Company expects to recognize approximately $ 6.5 million of the deferred revenue over the next twelve months . There have been no material changes to the Company’s collaboration agreements in the three and six months ended June 30, 2022, except as described below. Collaboration with BMS BMS Agreement In September 2014, the Company signed a Collaboration and License Agreement (the “BMS Agreement”) with BMS to discover and develop bispecific antibodies and/or antibody-drug conjugates (“ADCs”), focused primarily on the field of immuno-oncology, using the Company’s proprietary integrated cell-free protein synthesis platform, XpressCF ® . In August 2017, the Company entered into an amended and restated collaboration and license agreement with BMS to refocus the collaboration on four programs that were advancing through preclinical development, including an ADC program targeting B cell maturation antigen (“BCMA ADC”). In May 2019, the U.S. Food and Drug Administration cleared the investigational new drug (“IND”) application for the BCMA ADC, which was discovered and manufactured by the Company and is the first collaboration program IND. BMS has worldwide development and commercialization rights with respect to the BCMA ADC. The Company will continue to be responsible for clinical supply manufacturing and certain development services for the BCMA ADC and is eligible to receive from BMS aggregate development and regulatory contingent payments of up to $ 275.0 million, if approved in multiple indications, and tiered royalties ranging from mid to high single digit percentages on worldwide sales of any resulting commercial products. As of June 30, 2022 and December 31, 2021, there was no deferred revenue related to payments received by the Company under the BMS Agreement. 2018 BMS Master Services Agreement In March 2018, the Company entered into a Master Development and Clinical Manufacturing Services Agreement (the “2018 BMS Master Services Agreement”) with BMS, wherein BMS requested the Company to provide development, manufacturing and supply chain management services, including clinical product supply. As of June 30, 2022 and December 31, 2021, there was $ 2.0 million and $ 0.6 million, respectively, of deferred revenue under the 2018 BMS Master Services Agreement. Revenues under the BMS Agreement and the 2018 BMS Master Services Agreement were as follows: Three Months Ended Six Months Ended June 30, June 30, 2022 2021 2022 2021 (in thousands) (in thousands) Research and development services $ 240 $ 211 $ 484 $ 513 Materials supply 2,026 5,216 3,947 6,153 Total revenue $ 2,266 $ 5,427 $ 4,431 $ 6,666 Collaboration with Merck 2018 Merck Agreement In July 2018, the Company e ntered into an agreement (the “2018 Merck Agreement”) with Merck for access to the Company’s technology and the identification and preclinical research and development of two target programs, with an option for Merck to engage the Company to continue these activities for a third program, upon the payment of an additional amount, focusing on cytokine derivatives for cancer and autoimmune disorders, with an initial transaction price of $ 60.0 million. The option to expand activities to a third program expired in January 2021. Under ASC 606, the Company determined there was a financing component associated with the $ 60.0 million upfront payment on the unearned revenue portion beyond one year from the effective date of the agreement, which amount was recognized as interest expense and revenue over the estimated service period for the first and second target programs. In March 2020, Merck exercised its option to extend the research term of the collaboration’s first cytokine-derivative program by one year , which, pursuant to the terms of the 2018 Merck Agreement, triggered a payment of $ 5.0 million. The $ 5.0 million was, in prior periods, considered to be a fully constrained variable consideration. Removal of the constraint on this variable consideration resulted in a change to the total transaction price, from $ 60.0 million to $ 65.0 million. The Company allocated the updated transaction price to all identified performance obligations on the same basis as the initial allocation upon inception of the 2018 Merck Agreement, with any adjustments recorded as a cumulative catch-up in the current period. In the second quarter of 2021, the Company earned a $ 15.0 million contingent payment for the initiation by Merck of the first IND-enabling toxicology study under the first cytokine-derivative program in the collaboration. The $ 15.0 million was, in prior periods, considered to be a fully constrained variable consideration. Removal of the constraint on this variable consideration resulted in a change to the total transaction price, from $ 65.0 million to $ 80.0 million. The Company allocated the updated transaction price to all identified performance obligations on the same basis as the initial allocation upon inception of the 2018 Merck Agreement, with any adjustments recorded as a cumulative catch-up in the period ended December 31, 2021. As a result of the change in transaction price, the Company rec ognized substantially all of the $ 15.0 million contingent payment as a cumulative catch-up in revenue in the period ended December 31, 2021, with a remaining $ 0.3 million related to the Joint Steering Committee, ("JSC") performance obligation. This remaining $ 0.3 million related to the JSC performance obligation was recognized in the six-month period ended June 30, 2022. In September 2021, the Company entered into an amendment to the 2018 Merck Agreement (the “2021 Amendment”) to extend the research term for the first program in the 2018 Merck Agreement to discover and develop novel cytokine derivative therapeutics for cancer and autoimmune dis orders. Under the terms of the 2021 Amendment, the Company received a payment of $ 2.5 million with an additional $ 7.5 million to be received upon the achievement of certain developmental milestones by Merck on a second molecule under the first cytokine-derivative program of the collaboration. Pursuant to ASC 606, the Company concluded that the 2021 Amendment constitutes a contract modification which is to be accounted for as a separate contract from the 2018 Me rck Agreement. From the $ 2.5 million payment received, $ 1.9 million was recognized as revenue on a proportion of performance basis in the year ended December 31, 2021, related to the Company’s identified performance obligations under the 2021 Amendment. The remaining $ 0.6 million was recognized as revenue in the six-month period ended June 30, 2022. During the three months ended June 30, 2022, Merck indicated to the Company that it did not intend to pursue further development of a second molecule under the first cytokine-derivative program of the collaboration and therefore allowed the option to extend the period for nomination of additional clinical candidates under the 2021 Amendment to expire in June 2022. In December 2021, Merck did not extend the research term for the second research program of the collaboration, which research program reverted to the Company. The first research program of the collaboration is focuse d on one distinct cytokine derivative molecule for the treatment of cancer. The Company is eligible to receive aggregate contingent payments of up to approximately $ 0.5 billion for the target program selected by Merck, assuming the develo pment and sale of the therapeutic candidate and all possible indications identified under the collaboration. If one or more products from the target program is developed for non-oncology or a single indication, the Company will be eligible for reduced aggregate contingent payments. In addition, the Company is eligible to receive tiered royalties ranging from mid-single digit to low teen percentages on the worldwide sales of any commercial products that may result from the collaboration. As of June 30, 2022 and December 31, 2021, there was zero and $ 0.9 million, respectively, of deferred revenue related to the 2018 Merck Agreement and 2021 Amendment. 2020 Merck Master Services Agreement In August 2020, the Company entered into a Pre-Clinical and Clinical Supply Agreement (the “2020 Merck Master Services Agreement”) with Merck, wherein Merck requested the Company to provide development, manufacturing and supply chain management services, including clinical product supply, upon completion of the research programs under the 2018 Merck Agreement. As of both June 30, 2022 and December 31, 2021, there was no deferred revenue under the 2020 Merck Master Services Agreement. Revenues under the 2018 Merck Agreement and the 2020 Merck Master Services Agreement were as follows: Three Months Ended Six Months Ended June 30, June 30, 2022 2021 2022 2021 (in thousands) (in thousands) Ongoing performance related to $ - $ 18,322 $ 862 $ 27,383 Research and development services 93 705 266 1,909 Financing component on unearned revenue - 181 - 412 Materials supply 53 670 82 2,057 Total revenue $ 146 $ 19,878 $ 1,210 $ 31,761 Collaboration with EMD Serono EMD Serono Agreements The Company signed a Collaboration Agreement and a License Agreement with EMD Serono in May 2014 and September 2014, respectively, which were entered into in contemplation of each other and therefore treated as a single agreement for accounting purposes. The Collaboration Agreement was subsumed into the License Agreement (the “MDA Agreement”), which agreement is to develop ADCs for multiple cancer targets. Under the MDA Agreement, a novel bispecific ADC product candidate targeting EGFR and MUC1, known as M1231, is undergoing development. The Company is eligible to receive up to $ 52.5 million for M1231 under the MDA Agreement, primarily from pre-commercial contingent payments. Relatedly, the Company earned a $ 2.0 million contingent payment in the second quarter of 2021 related to a patient enrollment achievement in the Phase 1 dose escalation portion of a study of M1231. In August 2020, the Company earned a $ 1.0 million clinical supply milestone payment under the MDA Agreement. In September 2019, the Company earned a $ 1.5 million contingent payment under the MDA Agreement upon designation by EMD Serono of a specific bispecific antibody drug conjugate as a clinical development candidate with their approval to advance it to IND-enabling studies. In addition, the Company is eligible to receive tiered royalties ranging from low-to-mid single digit percentages, along with certain additional one-time royalties, on worldwide sales of any commercial products that may result from the MDA Agreement. As of both June 30, 2022 and December 31, 2021, there was no deferred revenue related to payments received by the Company under the MDA Agreement. 2019 EMD Serono Supply Agreement In April 2019, the Company entered into an ADC Product Preclinical and Phase I Clinical Supply Agreement (the “2019 EMD Serono Supply Agreement”) with EMD Serono, wherein EMD Serono requested the Company to provide development, manufacturing and supply chain management services, including clinical product supply. As of June 30, 2022 and December 31, 2021, there was $ 0.5 million and zero deferred revenue, respectively, related to payments received by the Company under the 2019 EMD Serono Supply Agreement. Revenues under the EMD Serono agreements were as follows: Three Months Ended Six Months Ended June 30, June 30, 2022 2021 2022 2021 (in thousands) (in thousands) Contingent payment earned $ - $ 2,000 $ - $ 2,000 Research and development services 132 126 416 289 Materials supply 5 249 1,618 306 Total revenue $ 137 $ 2,375 $ 2,034 $ 2,595 Vaxcyte Supply Agreement In May 2018, the Company entered into a Supply Agreement (the “Supply Agreement”) with Vaxcyte, wherein Vaxcyte engaged the Company to provide research and development services and to supply extracts and custom reagents, as requested by Vaxcyte. The pricing is based on an agreed upon cost-plus arrangement. During 2020, upon Vaxcyte’s request and their agreement to reimburse the related costs, the Company entered into agreements with third-party contract manufacturers (“CMOs”) to conduct process transfers to allow for such CMOs to manufacture and supply extract and custom reagents for Vaxcyte. For the three and six months ended June 30, 2022, the agreed-upon reimbursements by Vaxcyte of the costs associated with such arrangements, principally for pass-through costs from the CMOs, were $ 3.8 million and $ 6.2 million, respectively and were accounted for by the Company as a reduction to research and development expense based on the Company’s conclusion that Vaxcyte was not a customer for such activities and associated payments. For the three and six months ended June 30, 2021, the agreed-upon reimbursements by Vaxcyte of the costs associated with such arrangements, principally for pass-through costs from the CMOs, were $ 0.7 million and $ 1.0 million, respectively. Revenues under the Vaxcyte Supply Agreement were as follows: Three Months Ended Six Months Ended June 30, June 30, 2022 2021 2022 2021 (in thousands) (in thousands) Research and development services $ 542 $ 264 $ 1,143 $ 469 Materials supply 5 105 175 1,218 Total revenue $ 547 $ 369 $ 1,318 $ 1,687 BioNova Option Agreement In October 2021, the Company entered into an agreement with BioNova Pharmaceuticals, Ltd. (“BioNova”) granting BioNova the option to obtain exclusive rights to develop and commercialize STRO-001 in China, Hong Kong, Macau and Taiwan (“Greater China”). BioNova will pursue the clinical development, regulatory approval, and commercialization of STRO-001 in multiple indications, including non-Hodgkin's lymphoma, multiple myeloma, and leukemia in the licensed territory. The Company will retain development and commercial rights of STRO-001 globally outside of Greater China, including the United States. Under the BioNova Option Agreement, BioNova paid the Company an initial licensing option payment of $ 4.0 million, with potential payments totaling up to $ 200 million related to option exercise, development, regulatory, and commercial milestones. The Company will provide STRO-001 to BioNova under appropriate clinical and commercial supply service agreements. Upon commercialization, the Company is eligible to receive tiered royalties ranging from low- to mid-teen percentages based on annual net sales of STRO-001 in Greater China for at least ten years following the first commercial sale of STRO-001 in Greater China. The Company identified a combined performance obligation under the initial license option agreement, which consists of four interrelated promises: generating a recommended dose of STRO-001 for multiple myeloma and Non-Hodgkin’s lymphoma; p roviding licensed know-how and regulatory filings necessary to prepare an IND; providing initial clinical supply in the People’s Republic of China; and participating in the JSC. These promises are considered to be interdependent and not distinct from each other, representing a combined output. The transaction price at inception included the refundable payment of $ 4.0 million and was considered constrained at the inception of the agreement since the Company could not conclude it was probable that a significant reversal in the amount of revenue recognized would not occur. BioNova will have the right to exercise the license option for an additional payment of $ 12.0 million. As of June 30, 2022, there was $ 4.0 million of deferred revenue related to the payment received by the Company under the BioNova Option Agreement and BioNova had not yet exercised the license option. Tasly License Agreement In December 2021, the Company entered into a license agreement with Tasly to grant Tasly an exclusive license to develop and commercialize STRO-002 in Greater China (the “Tasly License Agreement”). Tasly will pursue the clinical development, regulatory approval, and commercialization of STRO-002 in multiple indications, including ovarian cancer, non-small cell lung cancer, triple-negative breast cancer, and other indications in Greater China. The Company will retain development and commercial rights of STRO-002 globally outside of Greater China, including the United States. Under the Tasly License Agreement, Tasly was obligated to make to the Company an initial nonrefundable upfront payment of $ 40.0 million, with additional potential payments totaling up to $ 345 million related to development, regulatory and commercialization contingent payments and milestones. The Company will provide STRO-002 to Tasly under appropriate clinical and commercial supply service agreements. Upon commercialization, the Company will receive tiered royalties, ranging from low- to mid-teen percentages based on annual net sales of STRO-002 in Greater China for at least ten years following the first commercial sale of STRO-002 in Greater China. The Company determined that the Tasly License Agreement falls within the scope of ASC 808, as both parties are active participants in the activities and are exposed to significant risks and rewards dependent on the success of the commercialization of indications for STRO-002 in Greater China. The Company concluded that the Tasly License Agreement contained the following units of account: i) licensed know-how and Sutro patents, license to trademark rights, and initial regulatory data and information necessary to prepare an IND; and ii) collaboration governance and information sharing activities, such as JSC participation and ongoing regulatory and pharmacovigilance support. The promises related to the licensed know-how and Sutro patents, license to trademark rights, and initial regulatory data and information necessary to prepare an IND are considered to be interdependent and not distinct from each other, representing a combined output. The Company determined that these promises are capable of being distinct from the collaboration governance and information sharing activities discussed below and further determined that this unit of account is a vendor-customer relationship and will account for it in accordance with ASC 606. The transaction price at inception included fixed consideration consisting of the upfront payment of $ 40.0 million. All potential future milestones and other payments were considered constrained at the inception of the Tasly License Agreement since the Company could not conclude it was probable that a significant reversal in the amount of revenue recognized would not occur. Since there is only one performance obligation accounted for under ASC 606, no allocation of the transaction price was necessary. The Company determined that the unit of account consisting of collaboration governance and information sharing activities, such as JSC participation and ongoing regulatory and pharmacovigilance support, do not represent a customer-vendor relationship between the Company and Tasly. These promises are considered to be interdependent and not distinct from each other, representing a combined output. However, the Company determined that these promises are capable of being distinct from the intellectual property and data license promises discussed above. As such, based on the nature of the agreement and collaborative activities, the Company determined that the costs associated with these governance and information sharing activities performed under the agreement will be included in research and development expenses in the condensed Statements of Operations, with any reimbursement of costs by Tasly reflected as a reduction of such expenses. During the three and six months ended June 30, 2022, the Company did no t recognize a reduction of research and development expenses under the Tasly License Agreement. On December 24, 2021, the effective date of the Tasly License Agreement, the Company satisfied its only performance obligation related to the $ 40.0 million upfront payment by delivering to Tasly the license, know-how and data required under the Tasly License Agreement. Following the satisfaction of such performance obligation, under the Tasly License Agreement, Tasly was obligated to pay the Company the $ 40.0 million upfront payment. In February 2022, Tasly indicated to the Company that it would like to discuss and renegotiate the terms of the Tasly License Agreement. As any renegotiation could affect the amount and timing of Tasly’s obligations under the terms of the Tasly License Agreement, including the upfront payment, the Company concluded that it would not recognize the $ 40.0 million upfront payment as revenue as of December 31, 2021. In April 2022, the Company entered into amendment No. 1 (the “Tasly Amendment”) to the Tasly License Agreement with Tasly. Pursuant to the Tasly Amendment, the initial nonrefundable upfront payment due by Tasly was amended to $ 25.0 million, and a $ 15.0 million payment will be placed in escrow by Tasly in the second half of 2022 and become payable to the Company upon the achievement of certain regulatory milestones. The Tasly Amendment also added an additional regulatory milestone payment to the Tasly License Agreement, providing additional potential payments totaling up to $ 350.0 million related to development, regulatory and commercialization milestones, beyond the payments described above, and made certain other ministerial edits. During the three and six months ended June 30, 2022, the Company recognized t he $ 25.0 million upfront payment as revenue after the payment, net of a withholding tax, was received by the Company from Tasly in the three months ended June 30, 2022. The withholding tax of $ 2.5 million was recorded as an income tax charge related to the upfront payment. Astellas License and Collaboration Agreement In June 2022, the Company entered into a License and Collaboration Agreement (the “Astellas Agreement”) with Astellas Pharma Inc. (“Astellas”) for the development of immunost imulatory antibody-drug conjugates for up to three biological targets, to be identified by Astellas. The Company will conduct research and pre-clinical development of any compound (as designated by Astellas) in each of the three programs in accor dance with the terms of a research plan between the Company and Astellas. Astellas will have an exclusive worldwide license to develop and commercialize any such designated compound, subject to the Company’s rights to participate in cost and profit sharing in the United States, as described below. Pursuant to the Astellas Agreement, the Company will receive from Astellas a one-time, nonrefundable, non-creditable, upfront payment of $ 90.0 million. Under ASC 808 and ASC 606, the Company determined that both parties are active participants in the activities and are exposed to significant risks and rewards dependent on the success of the development program, and identified four performance obligations under the Astellas Agreement as: (1) performance of services related to the first target program; (2) performance of services related to the second target program; (3) performance of services related to the third target program; and (4) the Company’s estimated future services on the collaboration JSC. The transaction price of $ 90.0 million will be allocated among the performance obligations using the Company’s best estimate of the standalone selling price, or SSP, for each of the associated performance obligations. Revenue to be allocated to the three target programs will be recognized on a proportion of performance basis, using the FTE cost as the basis of measurement, with such performance expected to occur over an estimated service period of four years for each target program. As it pertains to the JSC performance obligation, the revenue to be allocated to such will be recognized on a proportion of performance basis using FTE cost as the basis, and such effort is expected to be incurred on a relatively consistent basis throughout the term of the Astellas Agreement. The Company will allocate the transaction price to the four performance obligations upon completion of a forecasted FTE model to be used as a basis of measurement over the term of the Astellas Agreement. Further, under ASC 606, the Company determined a financing component associated with the $ 90.0 million upfront payment on the unearned revenue portion beyond one year from the effective date of the agreement, which amount will be recognized as interest expense and revenue over the estimated service period for the three target programs. There was no work performed related to the Astellas Agreement, and no revenue recognized related to the Astellas Agreement, f or the three and six months ended June 30, 2022. The Company is also eligible to receive up to $ 422.5 million in develo pment, regulatory and commercial milestones for each product candidate, and tiered royalties ranging from low double-digit to mid-teen percentages on worldwide sales of any commercial products that may result from the collaboration, subject to customary deductions under certain circumstances. The Company can also elect to convert any product candidate into a cost and profit-sharing arrangement, for the United States only. In the event that the Company makes such election, it will share commercialization costs and profits relating to such product candidate equally with Astellas in the United States, and no royalties will be due from Astellas for net sales of such product candidates in the United States. The Astellas Agreement contains customary provisions for termination, including by Astellas for convenience upon 30 days’ written notice and by either party for cause, including for material breach (subject to cure). The Company has certain reversion rights as to product candidates in connection with certain termination events. As of June 30, 2022, there was $ 90.0 million of deferred revenue related to the upfront payment receivable by the Company under the Astellas Agreement. |
Loan and Security Agreement
Loan and Security Agreement | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Loan and Security Agreement | 6. Loan and Security Agreement The Company entered into a Loan and Security Agreement with Oxford Finance LLC (“Oxford”) and Silicon Valley Bank (“SVB”) in February 2020 (the “LSA”). See “Note 7. Loan and Security Agreement” to the Company’s Financial Statements included in the Annual Report on Form 10-K for the year ended December 31, 2021, or as further described below, for additional information. In June 2022, the Company entered into an amendment to the LSA with Oxford and SVB (the “LSA Amendment”). The LSA Amendment added a financial covenant that requires the Company to maintain a minimum unrestricted cash balance of $ 10.0 million. The Company was in compliance with the financial covenant under the LSA Amendment as of June 30, 2022. In connection with entering into the LSA in February 2020, the Company issued to the lenders warrants exercisable for 81,257 shares of the Company’s common stock (the “2020 Warrants”). The 2020 Warrants are exercisable in whole or in part, immediately, and have a per share exercise price of $ 9.23 , which was the closing price of the Company’s common stock reported on the Nasdaq Global Market on the day prior to the effective date of the LSA. The 2020 Warrants will terminate on the earlier of February 28, 2030 or the closing of certain merger or consolidation transactions. The estimated fair value upon issuance of the Warrants of $ 0.6 million was recorded as a debt discount on the associated borrowings on the Company’s balance sheet. The debt discount is being amortized to interest expense over the expected repayment period of the loan using the effective-interest method. As of June 30, 2022, the Company has classified $ 12.5 million of the outstanding debt balance as current and $ 9.8 million as non-current, which reflects the scheduled repayment terms under the February 2020 LSA. As of June 30, 2022 and December 31, 2021, accrued interest expense was $ 0.1 million and $ 0.2 million, respectively. During the three and six months ended June 30, 2022, the Company recorded interest expense related to loans outstanding of $ 0.6 million and $ 1.3 million, respectively, with average interest rates of 8.07 % for both periods, and interest related to the accretion of debt discount of $ 0.1 million and $ 0.3 million, respectively. During the three and six months ended June 30, 2021, the Company recorded interest expense related to loans outstanding of $ 0.6 million and $ 1.3 million, respectively, with average interest rates of 8.07 % in both periods, and interest related to the accretion of debt discount of $ 0.1 million and $ 0.3 million, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 7. Commitments and Contingencies Leases The Company leases certain office, labo ratory and manufacturing facilities in South San Francisco, California and San Carlos, California. These leases require monthly lease payments that may be subject to annual increases throughout the lease term. Certain of these leases also include renewal options at the election of the Company to renew or extend the lease for an additional 5 years . These renewal options have not been considered in the determination of the right-of-use assets and lease liabilities associated with these leases as the Company has determined it is not reasonably certain it will exercise such options. The Company recognizes rent expense for these operating leases on a straight-line basis over the lease period. The components of lease costs, which the Company includes in operating expenses in the condensed Statements of Operations, were as follows (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2022 2021 2022 2021 Operating lease cost $ 1,538 $ 2,016 $ 3,076 $ 4,031 Short-term lease cost 20 11 41 52 Variable lease cost 430 378 854 758 Total lease costs $ 1,988 $ 2,405 $ 3,971 $ 4,841 During the three and six months ended June 30, 2022, the Company recorded operating lease expense of $ 1.5 million and $ 3.1 million, respectively. As of June 30, 2022, the Company paid $ 0.8 mill ion of operating lease payments related to the lease liabilities, which the Company includes in net cash used in operating activities in the condensed Statements of Cash Flows. During the three and six months ended June 30, 2021, the Company recorded operating lease expense of $ 2.0 million and $ 4.0 million, respectively. As of June 30, 2021, the Company paid $ 2.4 mill ion, of operating lease payments related to the lease liabilities, which the Company includes in net cash used in operating activities in the condensed Statements of Cash Flows. As of June 30, 2022 and December 31, 2021, the weighted-average remaining lease term was 5.3 years and 5.7 years, respectively, and the weighted-average discount rate used to determine the operating lease liability was 10.8 % for both periods. As of June 30, 2022, the maturities of the Company’s operating lease liabilities were as follows (in thousands): Year Ending December 31, Amount (in thousands) Remaining in 2022 $ 833 2023 8,002 2024 9,219 2025 9,533 2026 8,994 Thereafter 8,289 Total lease payments 44,870 Less: imputed interest ( 11,681 ) Operating lease liabilities 33,189 Less: current portion ( 1,120 ) Total lease liabilities, non-current $ 32,069 Indemnification & Other In the ordinary course of business, the Company may provide indemnifications of varying scope and terms to vendors, lessors, business partners, board members, officers, and other parties with respect to certain matters, including, but not limited to, losses arising out of breach of such agreements, services to be provided by the Company, negligence or willful misconduct of the Company, violations of law by the Company, or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with directors and certain officers and employees that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers or employees. No demands have been made upon the Company to provide indemnification under such agreements, and thus, there are no claims that the Company is aware of that could have a material effect on the Company’s balance sheets, condensed Statements of Operations, or condensed Statements of Cash Flows. The Company currently has directors’ and officers’ liability insurance. In addition, the Company enters into agreements in the normal course of business, including with contract research organizations for clinical trials, contract manufacturing organizations for certain manufacturing services, and vendors for preclinical studies and other services and products for operating purposes, which are generally cancelable upon written notice. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | 8. Stockholders’ Equity Common Stock Holders of common stock are entitled to one vote per share on all matters to be voted upon by the stockholders of the Company. The Company has reserved common stock, on an if-converted basis, for issuance as follows: June 30, December 31, 2022 2021 Common stock options issued and outstanding 7,507,431 6,512,086 Common stock awards issued and outstanding 3,737,945 2,403,826 Remaining shares reserved for issuance under 2018 Equity 975,238 1,504,641 Shares reserved for issuance under 2018 Employee 990,346 673,251 Warrants to purchase common stock 127,616 127,616 Total 13,338,576 11,221,420 Preferred Stock As of June 30, 2022 and December 31, 2021, the Company had 10,000,000 shares of preferred stock authorized with a par value of $ 0.001 per share. No shares of preferred stock were outstanding as of June 30, 2022 and December 31, 2021. Warrants In August 2017, the Company issued warrants to Oxford and SVB to purchase an aggregate of 682,230 shares of Series D-2 redeemable convertible preferred stock at an exercise price of $ 0.6596 per share in connection with the issuance of a loan in August 2017. If there was a subsequent convertible preferred stock or other senior equity securities financing with a per share price less than the Series D-2 redeemable convertible preferred per share price, then the warrant would automatically convert to a warrant to purchase such class of shares, based on the per share price of such equity. Given that the price per share of the Series E redeemable convertible preferred stock was less than the price per share of the Series D-2 redeemable convertible preferred stock, the 2017 Warrant converted into a warrant to purchase a total of 1,682,871 shares of Series E redeemable convertible preferred stock at an exercise price of $ 0.2674 per share. The warrant is exercisable from the original date of issuance and has a 10-year term. The Company adjusted the warrant liability for changes in fair value until the completion of its IPO on October 1, 2018, at which time certain convertible preferred stock warrants were converted into warrants for the purchase of common stock and the related convertible preferred stock warrant liability was reclassified to additional paid-in capital and others expired. On October 1, 2018, 1,232,220 shares of the Series C redeemable convertible preferred warrants were canceled, and the remaining 687,928 shares were converted on a 1-for-0.0370 basis to warrants to purchase 25,453 shares of common stock. In November 2021, this common stock warrant was fully net exercised into 9,308 shares of common stock. All Series E redeemable convertible preferred warrants were converted on a 1-for-0.0275 basis to warrants to purchase 46,359 shares of common stock. In February 2020, in connection with entering into the LSA, the Company issued to Oxford and SVB the 2020 Warrants, which are exercisable for 54,171 shares and 27,086 shares, respectively, of the Company’s common stock. The 2020 Warrants are exercisable in whole or in part, immediately, and have a per share exercise price of $ 9.23 , which is the closing price of the Company’s common stock reported on the Nasdaq Global Market on the day prior to the effective date of the February 2020 loan and security agreement. The 2020 Warrants will terminate on the earlier of February 28, 2030 or the closing of certain merger or consolidation transactions. |
Equity Incentive Plans, Employe
Equity Incentive Plans, Employee Stock Purchase Plan and Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Equity Incentive Plans, Employee Stock Purchase Plan and Stock-Based Compensation | 9. Equity Incentive Plans, Employee Stock Purchase Plan and Stock-Based Compensation 2004 Equity Incentive Plan, 2018 Equity Incentive Plan and 2021 Equity Inducement Plan In September 2018, the Company adopted the 2018 Equit y Incentive Plan (“2018 Plan”), which became effective on September 25, 2018. As a result, the Company will not grant any additional awards under the 2004 Equity Incentive Plan (“2004 Plan”). The terms of the 2004 Plan and applicable award agreements will continue to govern any outstanding awards thereunder. In addition to the shares of common stock reserved for future issuance under the 2004 Plan that were added to the 2018 Plan upon its effective date, the Company initially reserved 2,300,000 shares of common stock for issuance under the 2018 Plan. In addition, the number of shares of common stock reserved for issuance under the 2018 Plan will automatically increase on the first day of January for a period of up to ten years , commencing on January 1, 2019, in an amount equal to 5 % of the total number of shares of the Company’s capital stock outstanding on the last day of the preceding year (rounded to the nearest whole share), or a lesser number of shares determined by the Company’s board of directors. As a result, common stock reserved for issuance under the 2018 Plan was increased by 2,316,303 shares on January 1, 2022. In August 2021, the Company adopted the 2021 Equity Inducement Plan (“2021 Plan”), which became effective on August 4, 2021. Upon its effective date, the Company initially reserved 750,000 shares of common stock for issuance pursuant to non-qualified stock options and restricted stock units (“RSUs”) under the 2021 Plan. In accordance with Rule 5635(c)(4) of the Nasdaq listing rules, equity awards under the 2021 Plan may only be made to an employee if he or she is granted such equity awards in connection with his or her commencement of employment with the Company and such grant is an inducement material to his or her entering into employment with the Company or such subsidiary. In addition, awards under the 2021 Plan may only be made to employees who have not previously been an employee or member of the Board (or any parent or subsidiary of the Company) or following a bona fide period of non-employment of the employee by the Company (or a parent or subsidiary of the Company). At all times the Company will reserve and keep available a sufficient number of shares as will be required to satisfy the requirements of all outstanding awards granted under the 2021 Plan. As of June 30, 2022, the Company had a total of 975,238 shares available for grant under the 2018 Plan and the 2021 Plan. The following table summarizes option activity under the Company’s 2004 Plan, 2018 Plan and 2021 Plan: Shares Weighted- Weighted- Aggregate Stock options outstanding at December 31, 2021 6,512,086 $ 13.86 7.39 $ 14,955 Granted 1,302,500 $ 7.17 Exercised ( 32,795 ) $ 5.56 Canceled and forfeited ( 274,360 ) $ 14.79 Stock options outstanding at June 30, 2022 7,507,431 $ 12.70 7.40 $ 252 Stock options exercisable at June 30, 2022 4,524,709 $ 13.13 6.48 $ 10 The aggregate intrinsic value was calculated as the difference between the exercise prices of the underlying stock option awards and the estimated fair value of the Company’s common stock on the date of exercise. For the three and six months ended June 30, 2022, the aggregate intrinsic value of stock options exercised was immaterial and $ 0.1 million, respectively, determined at the date of the option exercise. For the three and six months ended June 30, 2021, the aggregate intrinsic value of stock options exercised was $ 0.3 million and $ 2.2 million, respectively, determined at the date of the option exercise. Employee Stock Options Valuation For determining stock-based compensation e xpense, the fair-value-based measurement of each employee stock option was estimated as of the date of grant using the Black-Scholes option-pricing model with assumptions as follows: Six Months Ended June 30, 2022 2021 Expected term (in years) 5.3 - 6.1 5.3 - 6.1 Expected volatility 81.8 %- 83.4 % 84.6 %- 84.9 % Risk-free interest rate 1.7 %- 3.4 % 0.6 %- 1.1 % Expected dividend – – Using the Black-Scholes option-valuation model, the weighted-average estimated grant-date fair value of employee stock options granted during the three and six months ended June 30, 2022 wa s $ 3.67 and $ 5.02 per share, respectively, and during the three and six months e nded June 30, 2021 was $ 12.84 and $ 14.71 per share, respectively. Restricted Stock Units During the six months ended June 30 , 2022, the Company granted 2,083,500 shares of restricted common stock units (“RSUs”) to certain employees. These RSUs vest annually and will become fully vested over four years . A summary of the status and activity of non-vested RSUs during the six months ended June 30, 2022 is as follows: Number of Weighted Non-vested December 31, 2021 2,403,826 $ 18.43 Granted 2,083,500 7.85 Vested and released ( 497,106 ) 17.75 Canceled and forfeited ( 252,275 ) 15.57 Non-vested June 30, 2022 3,737,945 $ 12.82 2018 Employee Stock Purchase Plan In September 2018, the Company adopted the 201 8 Employee Stock Purchase Plan (“ESPP”), which became effective on September 26, 2018, in order to enable eligible employees to purchase shares of the Company’s common stock. The Company initially reserved 230,000 shares of common stock for sale under the ESPP. The aggregate number of shares reserved for sale under the ESPP will automatically increase on the first day of January for a period of up to ten years , commencing on January 1, 2019, in an amount equal to 1 % of the total number of shares of the Company’s capital stock outstanding on the last day of the preceding year (rounded to the nearest whole share), or a lesser number of shares determined by the Company’s board of directors. As a result, common stock reserved for issuance under the ESPP was increased by 463,260 shares on January 1, 2022. The aggregate number of shares issued over the term of the Company’s ESPP, subject to stock-splits, recapitalizations or similar events, may not exceed 2,300,000 shares of the Company’s common stock. The fair value of the ESPP shares is estimated using the Black-Scholes option pricing model. For the six months ended June 30, 2022 and 2021, the fair value of ESPP shares was estimated using the following assumptions: Six Months Ended June 30, 2022 2021 Expected term (in years) 0.5 0.5 Expected volatility 65.9 %- 66.3 % 72.5 %- 111.4 % Risk-free interest rate 0.1 %- 0.9 % 0.1 % Expected dividend – – As of June 30, 20 22, 619,905 shares had been purchased and 990,346 shares were available for future issuance under the ESPP. Stock-Based Compensation Expense The Company believes that the fair value of the stock options, RSUs and ESPP shares is more reliably measurable than the fair value of services received. Total stock-based compensation expense recognized was as follows: Three Months Ended Six Months Ended June 30, June 30, 2022 2021 2022 2021 (in thousands) (in thousands) Research and development expense: $ 2,271 $ 1,845 $ 4,884 $ 2,949 General and administrative expense: 4,425 4,062 8,786 6,910 Total $ 6,696 $ 5,907 $ 13,670 $ 9,859 As of June 30, 2022, unrecogni zed stock-based compensation expense related to the unvested stock options and RSUs granted was $ 22.1 million and $ 42.1 million, respectively. The remaining unrecognized compensation cost is expected to be recognized over a weighted-average period of 2.5 years and 3.0 years, respectively. As of June 30, 2022, there was $ 0.2 million of unrecognized stock-based compensation expense related to the ESPP. As of June 30, 2021, unrecognized stock-based compensation expense related to the unvested stock options and RSUs granted was $ 27.5 million and $ 32.5 million, respectively. The remaining unrecognized compensation cost is expected to be recognized over a weighted-average period of 2.6 years and 3.5 years, respectively. As of June 30, 2021, there is $ 0.1 million of unrecognized stock-based compensation expense related to the ESPP. |
Provision For Income Taxes
Provision For Income Taxes | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Provision For Income Taxes | 10. Provision for Income Taxes The Company recorded a foreign income tax charge of $ 2.5 million during the three and six months ended June 30, 2022, due to a withholding tax in China on its license revenue from Tasly. The Company has established a full valuation allowance against its net deferred tax assets due to the uncertainty surrounding the realization of such assets. All losses to date have been incurred domestically. |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 11. Net Loss Per Share The following table sets forth the computation of the Company’s basic and diluted net loss per share. Three Months Ended Six Months Ended June 30, June 30, 2022 2021 2022 2021 (in thousands, except share and per share amounts) Numerator: Net loss $ ( 26,012 ) $ ( 6,152 ) $ ( 65,122 ) $ ( 36,511 ) Denominator: Shares used in computing net loss per share 46,957,196 46,116,175 46,729,663 46,007,892 Net loss per share, basic and diluted $ ( 0.55 ) $ ( 0.13 ) $ ( 1.39 ) $ ( 0.79 ) The following common stock equivalents were excluded from the computation of diluted net loss per share for the period ended June 30, 2022 and 2021, because including them would have been antidilutive: As of June 30, 2022 2021 Common stock options issued and outstanding 7,507,431 6,250,931 Restricted stock units issued and outstanding 3,737,945 1,988,426 Warrants to purchase common stock 127,616 153,070 Employee stock purchase plan 158,299 36,902 Total 11,531,291 8,429,329 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. Subsequent Events The Company sold 3,518,619 shares of its common stock under its ATM Facility pursuant to the Sales Agreement with Jefferies during the period from July 1, 2022 through August 5, 2022. Net proceeds were $ 19.9 million, after deducting issuance costs. On July 26, 2022, the Company announced that the first patient had been dosed in a Phase 1 study of an investigational candidate resulting from the 2018 Merck Agreement for the development of a novel cytokine derivative therapeutic for the treatment of cancer. As a result of this milestone, Sutro will receive a $ 10.0 million payment from Merck. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Use of Estimates | Basis of Presentation and Use of Estimates The accompanying interim condensed financial statements of the Company are unaudited. These interim condensed financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The December 31, 2021 condensed balance sheet was derived from the audited financial statements as of that date, but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company bases its estimates on historical experience and market-specific or other relevant assumptions that it believes are reasonable under the circumstances. The amounts of assets and liabilities reported in the Company’s condensed balance sheets and the amounts of expenses and income reported for each of the periods presented are affected by estimates and assumptions, which are used for, but are not limited to, determining research and development periods under collaboration arrangements, stock-based compensation expense, valuation of marketable securities, impairment of long-lived assets, income taxes and certain accrued liabilities. Actual results could differ from such estimates or assumptions. The full extent to which the COVID-19 pandemic will directly or indirectly impact the Company’s business, results of operations and financial condition, including revenue, expenses, manufacturing, clinical trials, research and development costs and employee-related amounts, will depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning COVID-19 and the actions taken to contain or treat it, as well as the economic impact on local, regional, national and international customers, suppliers, service providers and markets. The Company has made estimates of the impact of COVID-19 within its financial statements and there may be changes to those estimates in future periods. Actual results could differ from such estimates or assumptions. The accompanying unaudited interim condensed financial statements have been prepared on the same basis as the audited financial statements and, in the opinion of management, reflect all adjustments of a normal recurring nature considered necessary to state fairly the Company’s financial position, results of operations, comprehensive loss, and cash flows for the interim periods. The interim results for the three and six months ended June 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022, or for any other future annual or interim period. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Company’s audited financial statements included in the Annual Report on Form 10-K pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, for the year ended December 31, 2021. |
Impacts of Recently Adopted Accounting Pronouncements on 2021 Interim Reporting | Impacts of Recently Adopted Accounting Pronouncements on 2021 Interim Reporting On July 1, 2021 , the Company adopted Accounting Standards Update (“ASU”) No. 2016-02, Leases (“Topic 842”), effective as of January 1, 2021. As a result, interim results for reporting periods beginning on or after January 1, 2021 will differ from amounts previously reported on the Company’s quarterly reports on Form 10-Q. The adoption of ASC 842 did no t have a material impact on the Company’s condensed Statements of Operations and condensed Statements of Cash Flows. |
Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Not Yet Adopted There were no new accounting pronouncements issued since our filing of the Annual Report on Form 10-K for the year ended December 31, 2021, which could have a significant effect on our condensed financial statements. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the balance sheets that sum to the total of the same amounts shown in the condensed Statements of Cash Flows. June 30, 2022 2021 (in thousands) Cash and cash equivalents $ 79,115 $ 56,392 Restricted cash 872 872 Total cash, cash equivalents, and restricted cash shown in the $ 79,987 $ 57,264 |
Investments in Equity Securities | Investments in Equity Securities Vaxcyte common stock held by the Company is measured at fair value at each reporting period based on the closing price of Vaxcyte’s common stock on the last trading day of each reporting period, with any unrealized gains and losses recorded in the Company’s condensed Statements of Operations. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability, or an exit price, in the principal or most advantageous market for that asset or liability in an orderly transaction between market participants on the measurement date and establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs, where available, and minimize the use of unobservable inputs when measuring fair value. The Company determined the fair value of financial assets and liabilities using the fair value hierarchy that describes three levels of inputs that may be used to measure fair value, as follows: Level 1—Quoted prices in active markets for identical assets and liabilities; Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying amounts of accounts receivable, prepaid expenses, accounts payable, accrued liabilities and accrued compensation and benefits approximate fair value due to the short-term nature of these items. The fair value of the Company’s outstanding loan (See Note 6) is estimated using the net present value of the payments, discounted at an interest rate that is consistent with market interest rate, which is a Level 2 input. The estimated fair value of the Company’s outstanding loan approximates the carrying amount, as the loan bears a floating rate that approximates the market interest rate. |
Revenue Recognition | Revenue Recognition When the Company enters into collaboration agreements, it assesses whether the arrangements fall within the scope of ASC 808 (Collaborative Arrangements (ASC 808)), based on whether the arrangements involve joint operating activities and whether both parties have active participation in the arrangement and are exposed to significant risks and rewards. To the extent that the arrangement falls within the scope of ASC 808, the Company assesses whether the payments between the Company and its collaboration partner fall within the scope of other accounting literature. If it concludes that payments from the collaboration partner to the Company represent consideration from a customer, such as license fees and contract research and development activities, the Company accounts for those payments within the scope of ASC 606, Revenue from Contracts with Customers. However, if the Company concludes that its collaboration partner is not a customer for certain activities and associated payments, such as for certain collaborative research, development, manufacturing and commercial activities, the Company presents such payments as a reduction of research and development expense or general and administrative expense, based on where the Company presents the underlying expense. The Company has no products approved for commercial sale and has not generated any revenue from commercial product sales. The total revenue to date has been generated principally from collaboration and license agreements and to a lesser extent, from manufacturing, supply and services and materials the Company provides to its collaboration partners. Collaboration Revenue The Company derives revenue from collaboration arrangements, under which the Company may grant licenses to its collaboration partners to further develop and commercialize its proprietary product candidates. The Company may also perform research and development activities under the collaboration agreements. Consideration under these contracts generally includes a nonrefundable upfront payment, development, regulatory and commercial milestones and other contingent payments, and royalties based on net sales of approved products. Additionally, the collaborations may provide options for the customer to acquire from the Company materials and reagents, clinical product supply or additional research and development services under separate agreements. The Company assesses which activities in the collaboration agreements are considered distinct performance obligations that should be accounted for separately. The Company develops assumptions that require judgement to determine whether the license to the Company’s intellectual property is distinct from the research and development services or participation in activities under the collaboration agreements. At the inception of each agreement, the Company determines the arrangement transaction price, which includes variable consideration, based on the assessment of the probability of achievement of future milestones and contingent payments and other potential consideration. The Company recognizes revenue over time by measuring its progress towards the complete satisfaction of the relevant performance obligation using an appropriate input or output method based on the nature of the service promised to the customer. For arrangements that include multiple performance obligations, the Company allocates the transaction price to the identified performance obligations based on the standalone selling price, or SSP, of each distinct performance obligation. In instances where SSP is not directly observable, the Company develops assumptions that require judgment to determine the SSP for each performance obligation identified in the contract. These key assumptions may include full-time equivalent, or FTE personnel effort, estimated costs, discount rates and probabilities of clinical development and regulatory success. Upfront Payments : For collaboration arrangements that include a nonrefundable upfront payment, if the license fee and research and development services cannot be accounted for as separate performance obligations, the transaction price is deferred and recognized as revenue over the expected period of performance using a cost-based input methodology. The Company uses judgement to assess the pattern of delivery of the performance obligation. In addition, amounts paid in advance of services being rendered may result in an associated financing component to the upfront payment. Accordingly, the interest on such borrowing cost component will be recorded as interest expense and revenue, based on an appropriate borrowing rate applied to the value of services to be performed by the Company over the estimated service performance period. License Grants: For collaboration arrangements that include a grant of a license to the Company’s intellectual property, the Company considers whether the license grant is distinct from the other performance obligations included in the arrangement. For licenses that are distinct, the Company recognizes revenues from nonrefundable, upfront payments and other consideration allocated to the license when the license term has begun and the Company has provided all necessary information regarding the underlying intellectual property to the customer, which generally occurs at or near the inception of the arrangement. Milestone and Contingent Payments : At the inception of the arrangement and at each reporting date thereafter, the Company assesses whether it should include any milestone and contingent payments or other forms of variable consideration in the transaction price using the most likely amount method. If it is probable that a significant reversal of cumulative revenue would not occur upon resolution of the uncertainty, the associated milestone value is included in the transaction price. At the end of each subsequent reporting period, the Company re-evaluates the probability of achievement of each milestone and any related constraint and, if necessary, adjusts its estimate of the overall transaction price. Since milestone and contingent payments may become payable to the Company upon the initiation of a clinical study or filing for or receipt of regulatory approval, the Company reviews the relevant facts and circumstances to determine when the Company should update the transaction price, which may occur before the triggering event. When the Company updates the transaction price for milestone and contingent payments, the Company allocates the changes in the total transaction price to each performance obligation in the agreement on the same basis as the initial allocation. Any such adjustments are recorded on a cumulative catch-up basis in the period of adjustment, which may result in recognizing revenue for previously satisfied performance obligations in such period. The Company’s collaborators generally pay milestones and contingent payments subsequent to achievement of the triggering event. Research and Development Services : For amounts allocated to the Company’s research and development obligations in a collaboration arrangement, the Company recognizes revenue over time using a cost-based input methodology, representing the transfer of goods or services as activities are performed over the term of the agreement. Materials Supply: The Company provides materials and reagents, clinical materials and services to certain of its collaborators under separate agreements. The consideration for such services is generally based on FTE personnel effort used to manufacture those materials, reimbursed at an agreed upon rate in addition to agreed-upon pricing for the provided materials. The amounts billed are recognized as revenue as the performance obligations are met by the Company. Revenue subject to governmental withholding taxes is recognized on a gross basis with the withholding taxes recorded as a component of income tax expense. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Assets and Liabilities Measured on Recurring Basis | The following table sets forth the fair value of the Company’s financial assets and liabilities measured on a recurring basis by level within the fair value hierarchy: June 30, 2022 Total Level 1 Level 2 Level 3 (in thousands) Assets: Money market funds $ 61,187 $ 61,187 $ - $ - Commercial paper 23,129 - 23,129 - Corporate debt securities 31,925 - 31,925 - Equity securities 34,008 34,008 - - Asset-backed securities 8,583 - 8,583 - U.S. government securities 36,897 36,897 - - U.S. agency securities 4,990 - 4,990 - Supranational debt securities 15,967 - 15,967 - Total $ 216,686 $ 132,092 $ 84,594 $ - December 31, 2021 Total Level 1 Level 2 Level 3 (in thousands) Assets: Money market funds $ 29,451 $ 29,451 $ - $ - Commercial paper 22,580 - 22,580 - Corporate debt securities 74,861 - 74,861 - Equity securities 37,181 37,181 - - Asset-backed securities 32,957 - 32,957 - U.S. government securities 47,420 47,420 - - Supranational debt securities 21,300 - 21,300 - Total $ 265,750 $ 114,052 $ 151,698 $ - |
Cash Equivalents and Marketab_2
Cash Equivalents and Marketable Securities (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Cash Equivalents and Marketable Securities | Cash equivalents and marketable securities consisted of the following: June 30, 2022 Amortized Unrealized Unrealized Fair (in thousands) Money market funds $ 61,187 $ - $ - $ 61,187 Commercial paper 23,129 - - 23,129 Corporate debt securities 32,443 - ( 518 ) 31,925 Asset-based securities 8,630 - ( 47 ) 8,583 U.S. government securities 37,462 - ( 565 ) 36,897 U.S. agency securities 4,992 - ( 2 ) 4,990 Supranational debt securities 16,191 - ( 224 ) 15,967 Total 184,034 - ( 1,356 ) 182,678 Less amounts classified as cash equivalents ( 70,167 ) - 2 ( 70,165 ) Total marketable securities $ 113,867 $ - $ ( 1,354 ) $ 112,513 December 31, 2021 Amortized Unrealized Unrealized Fair (in thousands) Money market funds $ 29,451 $ - $ - $ 29,451 Commercial paper 22,580 - - 22,580 Corporate debt securities 75,012 - ( 151 ) 74,861 Asset-based securities 32,975 - ( 18 ) 32,957 U.S. government securities 47,504 - ( 84 ) 47,420 Supranational debt securities 21,361 - ( 61 ) 21,300 Total 228,883 - ( 314 ) 228,569 Less amounts classified as cash equivalents ( 29,451 ) - - ( 29,451 ) Total marketable securities $ 199,432 $ - $ ( 314 ) $ 199,118 |
Collaboration and License Agr_2
Collaboration and License Agreements and Supply Agreements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |
Summary of Recognized Revenue | In accordance with the collaboration agreements, the Company recognized revenue as follows: Three Months Ended Six Months Ended June 30, June 30, 2022 2021 2022 2021 (in thousands) (in thousands) Bristol Myers Squibb Company (“BMS”) $ 2,266 $ 5,427 $ 4,431 $ 6,666 Merck Sharp & Dohme Corporation (“Merck”) 146 19,878 1,210 31,761 Merck KGaA, Darmstadt, Germany (operating in the United 137 2,375 2,034 2,595 Vaxcyte 547 369 1,318 1,687 Tasly Biopharmaceuticals Co., Ltd. (“Tasly”) 25,000 - 25,000 - Total revenue $ 28,096 $ 28,049 $ 33,993 $ 42,709 |
Summary of Deferred Revenue Balance | The following table presents the changes in the Company’s deferred revenue balance from collaboration agreements during the six months ended June 30, 2022: Six Months Ended June 30, 2022 (in thousands) Deferred revenue—December 31, 2021 $ 5,496 Additions to deferred revenue 93,250 Recognition of revenue in current period ( 2,256 ) Deferred revenue—June 30, 2022 $ 96,490 |
2018 BMS Master Services Agreement | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |
Summary of Recognized Revenue | Revenues under the BMS Agreement and the 2018 BMS Master Services Agreement were as follows: Three Months Ended Six Months Ended June 30, June 30, 2022 2021 2022 2021 (in thousands) (in thousands) Research and development services $ 240 $ 211 $ 484 $ 513 Materials supply 2,026 5,216 3,947 6,153 Total revenue $ 2,266 $ 5,427 $ 4,431 $ 6,666 |
2020 Merck Master Services Agreement | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |
Summary of Recognized Revenue | Revenues under the 2018 Merck Agreement and the 2020 Merck Master Services Agreement were as follows: Three Months Ended Six Months Ended June 30, June 30, 2022 2021 2022 2021 (in thousands) (in thousands) Ongoing performance related to $ - $ 18,322 $ 862 $ 27,383 Research and development services 93 705 266 1,909 Financing component on unearned revenue - 181 - 412 Materials supply 53 670 82 2,057 Total revenue $ 146 $ 19,878 $ 1,210 $ 31,761 |
2019 EMD Serono Supply Agreement | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |
Summary of Recognized Revenue | Revenues under the EMD Serono agreements were as follows: Three Months Ended Six Months Ended June 30, June 30, 2022 2021 2022 2021 (in thousands) (in thousands) Contingent payment earned $ - $ 2,000 $ - $ 2,000 Research and development services 132 126 416 289 Materials supply 5 249 1,618 306 Total revenue $ 137 $ 2,375 $ 2,034 $ 2,595 |
Supply Agreement | Vaxcyte, Inc. | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |
Summary of Recognized Revenue | Revenues under the Vaxcyte Supply Agreement were as follows: Three Months Ended Six Months Ended June 30, June 30, 2022 2021 2022 2021 (in thousands) (in thousands) Research and development services $ 542 $ 264 $ 1,143 $ 469 Materials supply 5 105 175 1,218 Total revenue $ 547 $ 369 $ 1,318 $ 1,687 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Components of Lease Costs | The components of lease costs, which the Company includes in operating expenses in the condensed Statements of Operations, were as follows (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2022 2021 2022 2021 Operating lease cost $ 1,538 $ 2,016 $ 3,076 $ 4,031 Short-term lease cost 20 11 41 52 Variable lease cost 430 378 854 758 Total lease costs $ 1,988 $ 2,405 $ 3,971 $ 4,841 |
Schedule of Maturities of Operating Lease Liabilities | As of June 30, 2022, the maturities of the Company’s operating lease liabilities were as follows (in thousands): Year Ending December 31, Amount (in thousands) Remaining in 2022 $ 833 2023 8,002 2024 9,219 2025 9,533 2026 8,994 Thereafter 8,289 Total lease payments 44,870 Less: imputed interest ( 11,681 ) Operating lease liabilities 33,189 Less: current portion ( 1,120 ) Total lease liabilities, non-current $ 32,069 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Common Stock Reserved for Future Issuance | The Company has reserved common stock, on an if-converted basis, for issuance as follows: June 30, December 31, 2022 2021 Common stock options issued and outstanding 7,507,431 6,512,086 Common stock awards issued and outstanding 3,737,945 2,403,826 Remaining shares reserved for issuance under 2018 Equity 975,238 1,504,641 Shares reserved for issuance under 2018 Employee 990,346 673,251 Warrants to purchase common stock 127,616 127,616 Total 13,338,576 11,221,420 |
Equity Incentive Plans, Emplo_2
Equity Incentive Plans, Employee Stock Purchase Plan and Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Option Activity | The following table summarizes option activity under the Company’s 2004 Plan, 2018 Plan and 2021 Plan: Shares Weighted- Weighted- Aggregate Stock options outstanding at December 31, 2021 6,512,086 $ 13.86 7.39 $ 14,955 Granted 1,302,500 $ 7.17 Exercised ( 32,795 ) $ 5.56 Canceled and forfeited ( 274,360 ) $ 14.79 Stock options outstanding at June 30, 2022 7,507,431 $ 12.70 7.40 $ 252 Stock options exercisable at June 30, 2022 4,524,709 $ 13.13 6.48 $ 10 |
Schedule of Employee Stock Options Valuation | For determining stock-based compensation e xpense, the fair-value-based measurement of each employee stock option was estimated as of the date of grant using the Black-Scholes option-pricing model with assumptions as follows: Six Months Ended June 30, 2022 2021 Expected term (in years) 5.3 - 6.1 5.3 - 6.1 Expected volatility 81.8 %- 83.4 % 84.6 %- 84.9 % Risk-free interest rate 1.7 %- 3.4 % 0.6 %- 1.1 % Expected dividend – – |
Summary of Status and Activity of Non-vested RSUs | A summary of the status and activity of non-vested RSUs during the six months ended June 30, 2022 is as follows: Number of Weighted Non-vested December 31, 2021 2,403,826 $ 18.43 Granted 2,083,500 7.85 Vested and released ( 497,106 ) 17.75 Canceled and forfeited ( 252,275 ) 15.57 Non-vested June 30, 2022 3,737,945 $ 12.82 |
Schedule of Fair Value of ESPP Shares Using Option Pricing Model | The fair value of the ESPP shares is estimated using the Black-Scholes option pricing model. For the six months ended June 30, 2022 and 2021, the fair value of ESPP shares was estimated using the following assumptions: Six Months Ended June 30, 2022 2021 Expected term (in years) 0.5 0.5 Expected volatility 65.9 %- 66.3 % 72.5 %- 111.4 % Risk-free interest rate 0.1 %- 0.9 % 0.1 % Expected dividend – – |
Schedule of Stock-Based Compensation Expense Recognized | Total stock-based compensation expense recognized was as follows: Three Months Ended Six Months Ended June 30, June 30, 2022 2021 2022 2021 (in thousands) (in thousands) Research and development expense: $ 2,271 $ 1,845 $ 4,884 $ 2,949 General and administrative expense: 4,425 4,062 8,786 6,910 Total $ 6,696 $ 5,907 $ 13,670 $ 9,859 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Summary of Computation of Company's Basic and Diluted Net Loss Per Share | The following table sets forth the computation of the Company’s basic and diluted net loss per share. Three Months Ended Six Months Ended June 30, June 30, 2022 2021 2022 2021 (in thousands, except share and per share amounts) Numerator: Net loss $ ( 26,012 ) $ ( 6,152 ) $ ( 65,122 ) $ ( 36,511 ) Denominator: Shares used in computing net loss per share 46,957,196 46,116,175 46,729,663 46,007,892 Net loss per share, basic and diluted $ ( 0.55 ) $ ( 0.13 ) $ ( 1.39 ) $ ( 0.79 ) |
Summary of Common Stock Equivalents of Antidilutive Securities Excluded from Computation of Diluted Net Loss per Share | The following common stock equivalents were excluded from the computation of diluted net loss per share for the period ended June 30, 2022 and 2021, because including them would have been antidilutive: As of June 30, 2022 2021 Common stock options issued and outstanding 7,507,431 6,250,931 Restricted stock units issued and outstanding 3,737,945 1,988,426 Warrants to purchase common stock 127,616 153,070 Employee stock purchase plan 158,299 36,902 Total 11,531,291 8,429,329 |
Organization and Principal Ac_2
Organization and Principal Activities - Additional Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 USD ($) shares | Jun. 30, 2022 USD ($) Segment | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Date of incorporation | Apr. 21, 2003 | |||
Headquartered in | South San Francisco | |||
Headquartered in state | CA | |||
Number of operating segments | Segment | 1 | |||
Accumulated deficit | $ 398,533 | $ 398,533 | $ 333,411 | |
Unrestricted cash, cash equivalents and marketable securities | $ 191,600 | $ 191,600 | ||
Substantial doubt about going concern, within one year | false | |||
Underwriting discounts and commissions and other offering expenses | $ 491 | |||
At-the-Market (“ATM") | Common Stock | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Shares of common stock | shares | 1,716,996 | |||
Gross proceeds from issuance of common stock | $ 8,900 | |||
Underwriting discounts and commissions and other offering expenses | 700 | |||
Net proceeds from issuance of common stock | $ 8,200 | |||
Minimum | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Period from issuance date of unaudited interim condensed financial statements | 12 months |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) - Accounting Standards Update 2016-02 | Jun. 30, 2022 |
Summary Of Significant Accounting Policies [Line Items] | |
Change in accounting principle, accounting standards update, adopted [true false] | true |
Change in accounting principle, accounting standards update, adoption date | Jul. 01, 2021 |
Change in accounting principle, accounting standards update, immaterial effect [true false] | true |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 |
Accounting Policies [Abstract] | |||
Cash and cash equivalents | $ 79,115 | $ 30,414 | $ 56,392 |
Restricted cash | 872 | $ 872 | 872 |
Total cash, cash equivalents, and restricted cash shown in the condensed Statements of Cash Flows | $ 79,987 | $ 57,264 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value of Financial Assets and Liabilities Measured on Recurring Basis (Details) - Fair Value Measurements Recurring - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Assets: | ||
Total | $ 216,686,000 | $ 265,750,000 |
Level 1 | ||
Assets: | ||
Total | 132,092,000 | 114,052,000 |
Level 2 | ||
Assets: | ||
Total | 84,594,000 | 151,698,000 |
Level 3 | ||
Assets: | ||
Total | 0 | 0 |
Money Market Funds | ||
Assets: | ||
Total | 61,187,000 | 29,451,000 |
Money Market Funds | Level 1 | ||
Assets: | ||
Total | 61,187,000 | 29,451,000 |
Commercial Paper | ||
Assets: | ||
Total | 23,129,000 | 22,580,000 |
Commercial Paper | Level 2 | ||
Assets: | ||
Total | 23,129,000 | 22,580,000 |
Corporate Debt Securities | ||
Assets: | ||
Total | 31,925,000 | 74,861,000 |
Corporate Debt Securities | Level 2 | ||
Assets: | ||
Total | 31,925,000 | 74,861,000 |
Equity Securities | ||
Assets: | ||
Total | 34,008,000 | 37,181,000 |
Equity Securities | Level 1 | ||
Assets: | ||
Total | 34,008,000 | 37,181,000 |
Asset-backed Securities | ||
Assets: | ||
Total | 8,583,000 | 32,957,000 |
Asset-backed Securities | Level 2 | ||
Assets: | ||
Total | 8,583,000 | 32,957,000 |
U.S. Government Securities | ||
Assets: | ||
Total | 36,897,000 | 47,420,000 |
U.S. Government Securities | Level 1 | ||
Assets: | ||
Total | 36,897,000 | 47,420,000 |
U.S. Agency Securities | ||
Assets: | ||
Total | 4,990,000 | |
U.S. Agency Securities | Level 2 | ||
Assets: | ||
Total | 4,990,000 | |
Supranational Debt Securities | ||
Assets: | ||
Total | 15,967,000 | 21,300,000 |
Supranational Debt Securities | Level 2 | ||
Assets: | ||
Total | $ 15,967,000 | $ 21,300,000 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Estimated fair value of equity securities | $ 34,008,000 | $ 34,008,000 | $ 37,181,000 | ||
Unrealized gain (loss) on equity securities | (3,736,000) | $ 4,325,000 | (3,173,000) | $ (6,364,000) | |
Vaxcyte, Inc. | Vaxcyte Common Stock | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Estimated fair value of equity securities | 34,000,000 | 34,000,000 | $ 37,200,000 | ||
Unrealized gain (loss) on equity securities | $ (3,700,000) | $ 4,300,000 | $ (3,200,000) | $ (6,400,000) | |
Equity Securities | Vaxcyte, Inc. | Vaxcyte Common Stock | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Number of shares held | 1,562,879 | 1,562,879 | 1,562,879 | ||
Fair Value Measurements Recurring | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Securities held | $ 216,686,000 | $ 216,686,000 | $ 265,750,000 | ||
Fair Value Measurements Recurring | Level 3 | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Securities held | $ 0 | $ 0 | $ 0 |
Cash Equivalents and Marketab_3
Cash Equivalents and Marketable Securities - Schedule of Cash Equivalents and Marketable Securities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 |
Cash And Cash Equivalents [Line Items] | |||
Amortized Cost Basis | $ 184,034 | $ 228,883 | |
Unrealized (Losses) | (1,356) | (314) | |
Fair Value | 182,678 | 228,569 | |
Less amounts classified as cash equivalents, Amortized Cost Basis | (79,115) | (30,414) | $ (56,392) |
Marketable Securities | |||
Cash And Cash Equivalents [Line Items] | |||
Amortized Cost Basis | 113,867 | 199,432 | |
Unrealized (Losses) | (1,354) | (314) | |
Fair Value | 112,513 | 199,118 | |
Cash Equivalents | |||
Cash And Cash Equivalents [Line Items] | |||
Less amounts classified as cash equivalents, Amortized Cost Basis | (70,167) | (29,451) | |
Less amounts classified as cash equivalents, Unrealized Losses | 2 | ||
Less amounts classified as cash equivalents, Fair Value | (70,165) | (29,451) | |
Money Market Funds | |||
Cash And Cash Equivalents [Line Items] | |||
Amortized Cost Basis | 61,187 | 29,451 | |
Fair Value | 61,187 | 29,451 | |
Commercial Paper | |||
Cash And Cash Equivalents [Line Items] | |||
Amortized Cost Basis | 23,129 | 22,580 | |
Fair Value | 23,129 | 22,580 | |
Corporate Debt Securities | |||
Cash And Cash Equivalents [Line Items] | |||
Amortized Cost Basis | 32,443 | 75,012 | |
Unrealized (Losses) | (518) | (151) | |
Fair Value | 31,925 | 74,861 | |
Asset-backed Securities | |||
Cash And Cash Equivalents [Line Items] | |||
Amortized Cost Basis | 8,630 | 32,975 | |
Unrealized (Losses) | (47) | (18) | |
Fair Value | 8,583 | 32,957 | |
U.S. Government Securities | |||
Cash And Cash Equivalents [Line Items] | |||
Amortized Cost Basis | 37,462 | 47,504 | |
Unrealized (Losses) | (565) | (84) | |
Fair Value | 36,897 | 47,420 | |
U.S. Agency Securities | |||
Cash And Cash Equivalents [Line Items] | |||
Amortized Cost Basis | 4,992 | ||
Unrealized (Losses) | (2) | ||
Fair Value | 4,990 | ||
Supranational Debt Securities | |||
Cash And Cash Equivalents [Line Items] | |||
Amortized Cost Basis | 16,191 | 21,361 | |
Unrealized (Losses) | (224) | (61) | |
Fair Value | $ 15,967 | $ 21,300 |
Cash Equivalents and Marketab_4
Cash Equivalents and Marketable Securities - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Cash And Cash Equivalents [Line Items] | |||||
Long-term marketable securities | $ 0 | $ 0 | $ 68,775,000 | ||
Investments in an unrealized loss position | 98,400,000 | 98,400,000 | 176,500,000 | ||
Unrealized losses | 1,356,000 | 1,356,000 | $ 314,000 | ||
Recognition of other-than-temporary impairment | $ 0 | $ 0 | $ 0 | $ 0 | |
Maximum | |||||
Cash And Cash Equivalents [Line Items] | |||||
Marketable securities maturity period | 2 years | 2 years | |||
Minimum | |||||
Cash And Cash Equivalents [Line Items] | |||||
Marketable securities maturity period | 1 year | 1 year |
Collaboration and License Agr_3
Collaboration and License Agreements and Supply Agreements - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||
Mar. 31, 2021 USD ($) | May 31, 2019 USD ($) | Jun. 30, 2022 USD ($) Program PerformanceObligation | Apr. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Oct. 31, 2021 USD ($) | Aug. 31, 2020 USD ($) | Mar. 31, 2020 USD ($) | Feb. 29, 2020 USD ($) | Sep. 30, 2019 USD ($) | Jul. 31, 2018 USD ($) Program | Aug. 31, 2017 Program | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||||
Accounts receivable, reserve for credit losses | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||||||||||
Accounts receivable | 97,671,000 | 12,454,000 | 97,671,000 | 97,671,000 | 12,454,000 | ||||||||||||
BioNova Option Agreement | |||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||||
Deferred revenue | 4,000,000 | 4,000,000 | 4,000,000 | ||||||||||||||
Initial licensing option payment | $ 4,000,000 | ||||||||||||||||
Maximum potential payments related to option exercise, development, regulatory, and commercial milestones | $ 200,000,000 | ||||||||||||||||
Minimum term of royalties receivable based on annual net sales | 10 years | ||||||||||||||||
Initial licensing option refundable payment | $ 4,000,000 | ||||||||||||||||
Additional payment required to exercise license option | $ 12,000,000 | ||||||||||||||||
BMS Agreement | |||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||||
Number of programs advancing through preclinical development | Program | 4 | ||||||||||||||||
Contingent payments | $ 275,000,000 | ||||||||||||||||
Deferred revenue | 0 | 0 | 0 | 0 | 0 | ||||||||||||
2018 BMS Master Services Agreement | |||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||||
Deferred revenue | 2,000,000 | 600,000 | 2,000,000 | 2,000,000 | 600,000 | ||||||||||||
2018 Merck Agreement | |||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||||
Deferred revenue | 0 | 900,000 | 0 | 0 | 900,000 | ||||||||||||
Milestone payment receivable upon initiation of IND enabling toxicology study | $ 15,000,000 | $ 15,000,000 | |||||||||||||||
2018 Merck Agreement | Future Services on Collaboration Joint Steering Committee ("JSC") | |||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||||
Contingent payment received | 15,000,000 | ||||||||||||||||
Remaining contingent payment received | 300,000 | ||||||||||||||||
Revenue recognized | 300,000 | ||||||||||||||||
2018 Merck Agreement | Merck Sharp & Dohme Corp | |||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||||
Number of target programs | Program | 2 | ||||||||||||||||
Initial transaction price | $ 60,000,000 | ||||||||||||||||
Upfront payment received | 60,000,000 | ||||||||||||||||
Milestone payment received | 2,500,000 | ||||||||||||||||
Additional milestone payment received | 7,500,000 | ||||||||||||||||
Revenue recognized | $ 600,000 | 1,900,000 | |||||||||||||||
Revenue recognition aggregate contingent payments eligible to receive | 500,000,000 | ||||||||||||||||
Milestone method revenue recognition description | If one or more products from the target program is developed for non-oncology or a single indication, the Company will be eligible for reduced aggregate contingent payments. In addition, the Company is eligible to receive tiered royalties ranging from mid-single digit to low teen percentages on the worldwide sales of any commercial products that may result from the collaboration. | ||||||||||||||||
First Cytokine-Derivative Program | Merck Sharp & Dohme Corp | |||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||||
Upfront payment received | $ 5,000,000 | ||||||||||||||||
Extended research term | 1 year | ||||||||||||||||
Transaction price | $ 65,000,000 | $ 65,000,000 | $ 60,000,000 | 80,000,000 | |||||||||||||
Constrained variable consideration | $ 5,000,000 | 15,000,000 | |||||||||||||||
2020 Merck Master Services Agreement | |||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||||
Deferred revenue | 0 | 0 | 0 | $ 0 | 0 | ||||||||||||
MDA Agreement | EMD Serono | |||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||||
Deferred revenue | 0 | 0 | 0 | 0 | 0 | ||||||||||||
Contingent payment received | $ 1,500,000 | 2,000,000 | |||||||||||||||
Milestone payment received | $ 1,000,000 | ||||||||||||||||
Maximum amount eligible to receive for each product developed | 52,500,000 | ||||||||||||||||
2019 EMD Serono Supply Agreement | |||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||||
Deferred revenue | 500,000 | $ 0 | 500,000 | 500,000 | 0 | ||||||||||||
Supply Agreement | Vaxcyte, Inc. | |||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||||
Reimbursements expenses | 3,800,000 | $ 700,000 | 6,200,000 | $ 1,000,000 | |||||||||||||
Tasly License Agreement | |||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||||
Minimum term of royalties receivable based on annual net sales | 10 years | ||||||||||||||||
Nonrefundable upfront payment receivable | $ 40,000,000 | 40,000,000 | |||||||||||||||
Maximum potential payments related to development regulatory commercialization contingent payments and milestones | $ 350,000,000 | 345,000,000 | $ 345,000,000 | ||||||||||||||
Reduction of research and development expenses recognized | 0 | 0 | |||||||||||||||
Upfront payment revenue not recognized | $ 40,000,000 | ||||||||||||||||
Initial licensing payment due | 25,000,000 | ||||||||||||||||
Initial licensing payment in escrow | $ 15,000,000 | ||||||||||||||||
Upfront payment revenue recognized | 25,000,000 | 25,000,000 | |||||||||||||||
Upfront payment withholding tax amount | 2,500,000 | 2,500,000 | |||||||||||||||
Astellas License and Collaboration Agreement | |||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||||
Deferred revenue | $ 90,000,000 | 90,000,000 | 90,000,000 | ||||||||||||||
Number of target programs | Program | 3 | ||||||||||||||||
Transaction price | $ 90,000,000 | ||||||||||||||||
Estimated service period | 4 years | ||||||||||||||||
Revenue recognized | 0 | 0 | |||||||||||||||
Upfront payment revenue not recognized | $ 90,000,000 | ||||||||||||||||
Nonrefundable, non-creditable upfront payment receivable | $ 90,000,000 | 90,000,000 | 90,000,000 | ||||||||||||||
Number of performance obligations | PerformanceObligation | 4 | ||||||||||||||||
Maximum amount eligible to receive for development, regulatory and commercial milestones for each product candidate | $ 422,500,000 | $ 422,500,000 | $ 422,500,000 | ||||||||||||||
Termination written notice period | 30 days |
Collaboration and License Agr_4
Collaboration and License Agreements and Supply Agreements - Summary of Recognized Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | ||||
Total revenue | $ 28,096 | $ 28,049 | $ 33,993 | $ 42,709 |
Collaboration and License Agreements and Supply Agreements | ||||
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | ||||
Total revenue | 28,096 | 28,049 | 33,993 | 42,709 |
Collaboration and License Agreements and Supply Agreements | Bristol-Myers Squibb Company ("BMS") | ||||
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | ||||
Total revenue | 2,266 | 5,427 | 4,431 | 6,666 |
Collaboration and License Agreements and Supply Agreements | Merck Sharp & Dohme Corporation ("Merck") | ||||
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | ||||
Total revenue | 146 | 19,878 | 1,210 | 31,761 |
Collaboration and License Agreements and Supply Agreements | Merck KGaA, Darmstadt, Germany (operating in the United States and Canada under the name ''EMD Serono'' ) | ||||
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | ||||
Total revenue | 137 | 2,375 | 2,034 | 2,595 |
Collaboration and License Agreements and Supply Agreements | Vaxcyte | ||||
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | ||||
Total revenue | 547 | 369 | 1,318 | 1,687 |
Collaboration and License Agreements and Supply Agreements | Tasly Biopharmaceuticals Co., Ltd. ("Tasly") | ||||
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | ||||
Total revenue | 25,000 | 25,000 | ||
BMS Agreement and the 2018 BMS Master Services Agreement | ||||
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | ||||
Revenues | 2,266 | 5,427 | 4,431 | 6,666 |
BMS Agreement and the 2018 BMS Master Services Agreement | Research and Development Services | ||||
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | ||||
Revenues | 240 | 211 | 484 | 513 |
BMS Agreement and the 2018 BMS Master Services Agreement | Materials Supply | ||||
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | ||||
Revenues | 2,026 | 5,216 | 3,947 | 6,153 |
2020 Merck Master Services Agreement | ||||
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | ||||
Total revenue | 146 | 19,878 | 1,210 | 31,761 |
2020 Merck Master Services Agreement | Ongoing Performance Related to Unsatisfied Performance Obligations | ||||
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | ||||
Total revenue | 18,322 | 862 | 27,383 | |
2020 Merck Master Services Agreement | Research and Development Services | ||||
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | ||||
Total revenue | 93 | 705 | 266 | 1,909 |
2020 Merck Master Services Agreement | Financing Component on Unearned Revenue | ||||
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | ||||
Total revenue | 181 | 412 | ||
2020 Merck Master Services Agreement | Materials Supply | ||||
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | ||||
Total revenue | 53 | 670 | 82 | 2,057 |
2019 EMD Serono Supply Agreement | ||||
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | ||||
Total revenue | 137 | 2,375 | 2,034 | 2,595 |
2019 EMD Serono Supply Agreement | Contingent Payment Earned | ||||
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | ||||
Total revenue | 2,000 | 2,000 | ||
2019 EMD Serono Supply Agreement | Research and Development Services | ||||
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | ||||
Total revenue | 132 | 126 | 416 | 289 |
2019 EMD Serono Supply Agreement | Materials Supply | ||||
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | ||||
Total revenue | 5 | 249 | 1,618 | 306 |
Supply Agreement | Vaxcyte | ||||
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | ||||
Total revenue | 547 | 369 | 1,318 | 1,687 |
Supply Agreement | Vaxcyte | Research and Development Services | ||||
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | ||||
Total revenue | 542 | 264 | 1,143 | 469 |
Supply Agreement | Vaxcyte | Materials Supply | ||||
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | ||||
Total revenue | $ 5 | $ 105 | $ 175 | $ 1,218 |
Collaboration and License Agr_5
Collaboration and License Agreements and Supply Agreements - Performance Obligations - Additional Information (Details) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2022-07-01 $ in Millions | Jun. 30, 2022 USD ($) |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 6.5 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 12 months |
Collaboration and License Agr_6
Collaboration and License Agreements and Supply Agreements - Summary of Deferred Revenue Balance (Details) - Collaboration and License Agreements and Supply Agreements $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Revenue Recognition Multiple Deliverable Arrangements [Line Items] | |
Deferred revenue | $ 5,496 |
Additions to deferred revenue | 93,250 |
Recognition of revenue in current period | (2,256) |
Deferred revenue | $ 96,490 |
Loan and Security Agreement - A
Loan and Security Agreement - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Feb. 28, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||||||
Debt, non-current | $ 9,779 | $ 9,779 | $ 15,738 | |||
Interest payable | 100 | 100 | $ 200 | |||
Loan and accretion of debt discount | 100 | $ 100 | 300 | $ 300 | ||
Interest expense, debt | $ 600 | $ 600 | $ 1,300 | $ 1,300 | ||
Average interest rate | 8.07% | 8.07% | 8.07% | 8.07% | ||
Loan and Security Agreement | Oxford Finance LLC and Silicon Valley Bank | ||||||
Debt Instrument [Line Items] | ||||||
Unrestricted cash balance | $ 10,000 | $ 10,000 | ||||
Warrant to purchase stock | 81,257 | |||||
Exercise price per share | $ 9.23 | |||||
Estimated fair value upon issuance of warrants | $ 600 | |||||
Debt, current | 12,500 | 12,500 | ||||
Debt, non-current | $ 9,800 | $ 9,800 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Loss Contingencies [Line Items] | |||||
Aggregate estimated base rent payments due | $ 44,870 | $ 44,870 | |||
Operating lease expense | $ 1,500 | $ 2,000 | 3,100 | $ 4,000 | |
Operating lease payments | $ 800 | $ 2,400 | |||
Operating lease, weighted average remaining lease term | 5 years 3 months 18 days | 5 years 3 months 18 days | 5 years 8 months 12 days | ||
Operating lease, weighted average discount rate, percent | 10.80% | 10.80% | 10.80% | ||
San Carlos Lease | California | |||||
Loss Contingencies [Line Items] | |||||
Lease extension period | 5 years | ||||
Lease renewal term | 5 years | 5 years |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Components of Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Operating lease cost | $ 1,538 | $ 2,016 | $ 3,076 | $ 4,031 |
Short-term lease cost | 20 | 11 | 41 | 52 |
Variable lease cost | 430 | 378 | 854 | 758 |
Total lease costs | $ 1,988 | $ 2,405 | $ 3,971 | $ 4,841 |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
Remaining in 2022 | $ 833 | |
2023 | 8,002 | |
2024 | 9,219 | |
2025 | 9,533 | |
2026 | 8,994 | |
Thereafter | 8,289 | |
Total lease payments | 44,870 | |
Less: imputed interest | (11,681) | |
Operating lease liabilities | 33,189 | |
Less: current portion | (1,120) | $ (1,037) |
Total lease liabilities, non-current | $ 32,069 | $ 31,224 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - $ / shares | 1 Months Ended | 6 Months Ended | ||||
Oct. 01, 2018 | Nov. 30, 2021 | Aug. 31, 2017 | Jun. 30, 2022 | Dec. 31, 2021 | Feb. 28, 2020 | |
Stockholders Equity [Line Items] | ||||||
Voting rights per share | one vote per share | |||||
Preferred stock shares authorized | 10,000,000 | 10,000,000 | ||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||
Preferred stock, outstanding | 0 | 0 | ||||
Loan and Security Agreement | Oxford Finance LLC | ||||||
Stockholders Equity [Line Items] | ||||||
Issuance of warrants to purchase shares | 54,171 | |||||
Loan and Security Agreement | Silicon Valley Bank | ||||||
Stockholders Equity [Line Items] | ||||||
Issuance of warrants to purchase shares | 27,086 | |||||
Loan and Security Agreement | Oxford Finance LLC and Silicon Valley Bank | ||||||
Stockholders Equity [Line Items] | ||||||
Issuance of warrants to purchase shares | 81,257 | |||||
Exercise price per share | $ 9.23 | |||||
Common Stock Warrant | ||||||
Stockholders Equity [Line Items] | ||||||
Issuance of warrants to purchase shares | 9,308 | |||||
Series E Redeemable Convertible Preferred Stock | ||||||
Stockholders Equity [Line Items] | ||||||
Issuance of warrants to purchase shares | 46,359 | |||||
Preferred stock, conversion basis | 1-for-0.0275 | |||||
Series C Redeemable Convertible Preferred Stock | ||||||
Stockholders Equity [Line Items] | ||||||
Issuance of warrants to purchase shares | 25,453 | |||||
Preferred stock, conversion basis | 1-for-0.0370 | |||||
Cancellation of redeemable convertible preferred warrants | 1,232,220 | |||||
Conversion of warrants to purchase of shares of common stock | 687,928 | |||||
Oxford Finance LLC and Silicon Valley Bank | Series D Two Redeemable Convertible Preferred Stock | Loan and Security Agreement | ||||||
Stockholders Equity [Line Items] | ||||||
Issuance of warrants to purchase shares | 682,230 | |||||
Exercise price per share | $ 0.6596 | |||||
Oxford Finance LLC and Silicon Valley Bank | Series E Redeemable Convertible Preferred Stock | Loan and Security Agreement | ||||||
Stockholders Equity [Line Items] | ||||||
Issuance of warrants to purchase shares | 1,682,871 | |||||
Exercise price per share | $ 0.2674 | |||||
Term of warrant exercisable | 10 years |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Common Stock Reserved for Future Issuance (Details) - shares | Jun. 30, 2022 | Dec. 31, 2021 |
Stockholders Equity [Line Items] | ||
Reserved common stock | 13,338,576 | 11,221,420 |
Common Stock Options Issued and Outstanding | ||
Stockholders Equity [Line Items] | ||
Reserved common stock | 7,507,431 | 6,512,086 |
Common Stock Awards Issued and Outstanding | ||
Stockholders Equity [Line Items] | ||
Reserved common stock | 3,737,945 | 2,403,826 |
Remaining Shares Reserved for Issuance under 2018 Equity Incentive Plan and 2021 Equity Inducement Plan | ||
Stockholders Equity [Line Items] | ||
Reserved common stock | 975,238 | 1,504,641 |
Shares Reserved for Issuance Under 2018 Employee Stock Purchase Plan | ||
Stockholders Equity [Line Items] | ||
Reserved common stock | 990,346 | 673,251 |
Warrants to Purchase Common Stock | ||
Stockholders Equity [Line Items] | ||
Reserved common stock | 127,616 | 127,616 |
Equity Incentive Plans, Emplo_3
Equity Incentive Plans, Employee Stock Purchase Plan and Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||||
Sep. 26, 2018 | Sep. 25, 2018 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2022 | Jan. 01, 2022 | Dec. 31, 2021 | Aug. 04, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Reserved common stock | 13,338,576 | 13,338,576 | 11,221,420 | |||||||
Aggregate intrinsic value of stock options exercised | $ 300 | $ 100 | $ 2,200 | |||||||
Weighted-average estimated grant-date fair value of employee stock options granted | $ 3.67 | $ 12.84 | $ 5.02 | $ 14.71 | ||||||
Stock-based compensation expense | $ 6,696 | $ 5,907 | $ 13,670 | $ 9,859 | ||||||
Restricted Stock Units | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Restricted common stock granted | 2,083,500 | |||||||||
Shares vesting period | 4 years | |||||||||
2018 Equity Incentive Plan | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Reserved common stock | 2,300,000 | |||||||||
Annual increase period of common stock reserved for issuance | 10 years | |||||||||
Maximum number of shares issuable | 2,316,303 | |||||||||
2018 Equity Incentive Plan | Restricted Stock Units | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Total unrecognized compensation cost related to unvested granted | 42,100 | 32,500 | $ 42,100 | $ 32,500 | ||||||
Remaining unrecognized compensation cost expected to be recognized over weighted-average period | 3 years | 3 years 6 months | ||||||||
2018 Equity Incentive Plan | Employee Stock Options | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Total unrecognized compensation cost related to unvested granted | $ 22,100 | 27,500 | $ 22,100 | $ 27,500 | ||||||
Remaining unrecognized compensation cost expected to be recognized over weighted-average period | 2 years 6 months | 2 years 7 months 6 days | ||||||||
2018 Equity Incentive Plan | Employee Stock Purchase Plan | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Unrecognized stock-based compensation expense | $ 100 | $ 100 | $ 200 | |||||||
2018 Equity Incentive Plan | Maximum | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Increase in stock reserved for issuance as percentage of capital stock outstanding on last day of preceding year | 5% | |||||||||
2021 Equity Inducement Plan | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Reserved common stock | 750,000 | |||||||||
2018 Equity Incentive Plan and 2021 Equity Inducement Plan | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Shares available for grant | 975,238 | 975,238 | ||||||||
2018 Employee Stock Purchase Plan | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Reserved common stock | 230,000 | |||||||||
Annual increase period of common stock reserved for issuance | 10 years | |||||||||
Increase in stock reserved for issuance as percentage of capital stock outstanding on last day of preceding year | 1% | |||||||||
Maximum number of shares issuable | 2,300,000 | 619,905 | 619,905 | |||||||
Shares available for grant | 990,346 | 990,346 | ||||||||
Shares available for grant, increase | 463,260 |
Equity Incentive Plans, Emplo_4
Equity Incentive Plans, Employee Stock Purchase Plan and Stock-Based Compensation - Summary of Option Activity (Details) - 2004 Plan, 2018 Plan and 2021 Plan $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock options outstanding, Beginning Balance, Shares | shares | 6,512,086 | |
Granted, Shares | shares | 1,302,500 | |
Exercised, Shares | shares | (32,795) | |
Canceled and forfeited, Shares | shares | (274,360) | |
Stock options outstanding, Ending Balance, Shares | shares | 7,507,431 | 6,512,086 |
Stock options exercisable, Shares | shares | 4,524,709 | |
Stock options outstanding, Weighted - Average Exercise Price, Beginning Balance | $ / shares | $ 13.86 | |
Weighted - Average Exercise Price, Granted | $ / shares | 7.17 | |
Weighted - Average Exercise Price, Exercised | $ / shares | 5.56 | |
Weighted - Average Exercise Price, Canceled and forfeited | $ / shares | 14.79 | |
Stock options outstanding, Weighted - Average Exercise Price, Ending Balance | $ / shares | 12.70 | $ 13.86 |
Stock options exercisable, Weighted - Average Exercise Price, Exercisable | $ / shares | $ 13.13 | |
Weighted - Average Remaining Contract Term | 7 years 4 months 24 days | 7 years 4 months 20 days |
Weighted - Average Remaining Contract Term, Exercisable | 6 years 5 months 23 days | |
Aggregate Intrinsic Value, Balance | $ | $ 252 | $ 14,955 |
Aggregate Intrinsic Value, Exercisable | $ | $ 10 |
Equity Incentive Plans, Emplo_5
Equity Incentive Plans, Employee Stock Purchase Plan and Stock-Based Compensation - Schedule of Employee Stock Options Valuation (Details) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions And Methodology [Line Items] | ||
Expected volatility, Minimum | 81.80% | 84.60% |
Expected volatility, Maximum | 83.40% | 84.90% |
Risk-free interest rate, Minimum | 1.70% | 0.60% |
Risk-free interest rate, Maximum | 3.40% | 1.10% |
Minimum | ||
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions And Methodology [Line Items] | ||
Expected term (in years) | 5 years 3 months 18 days | 5 years 3 months 18 days |
Maximum | ||
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions And Methodology [Line Items] | ||
Expected term (in years) | 6 years 1 month 6 days | 6 years 1 month 6 days |
Equity Incentive Plans, Emplo_6
Equity Incentive Plans, Employee Stock Purchase Plan and Stock-Based Compensation - Summary of Status and Activity of Non-vested RSUs (Details) - Restricted Stock Units | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Number of shares | |
Non-vested, Beginning Balance | shares | 2,403,826 |
Granted | shares | 2,083,500 |
Vested and released | shares | (497,106) |
Canceled and forfeited | shares | (252,275) |
Non-vested, Ending balance | shares | 3,737,945 |
Weighted Average Grant-Date Fair Value | |
Non-vested, Beginning Balance | $ / shares | $ 18.43 |
Granted | $ / shares | 7.85 |
Vested and released | $ / shares | 17.75 |
Canceled and forfeited | $ / shares | 15.57 |
Non-vested, Ending balance | $ / shares | $ 12.82 |
Equity Incentive Plans, Emplo_7
Equity Incentive Plans, Employee Stock Purchase Plan and Stock-Based Compensation - Schedule of Fair Value of ESPP Shares Using Option Pricing Model (Details) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected volatility, Minimum | 81.80% | 84.60% |
Expected volatility, Maximum | 83.40% | 84.90% |
Risk-free interest rate, Minimum | 1.70% | 0.60% |
Risk-free interest rate, Maximum | 3.40% | 1.10% |
2018 Employee Stock Purchase Plan | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term (in years) | 6 months | 6 months |
Expected volatility, Minimum | 65.90% | 72.50% |
Expected volatility, Maximum | 66.30% | 111.40% |
Risk-free interest rate | 0.10% | |
Risk-free interest rate, Minimum | 0.10% | |
Risk-free interest rate, Maximum | 0.90% |
Equity Incentive Plans, Emplo_8
Equity Incentive Plans, Employee Stock Purchase Plan and Stock-Based Compensation - Schedule of Stock-Based Compensation Expense Recognized (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | $ 6,696 | $ 5,907 | $ 13,670 | $ 9,859 |
Research and Development Expense | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | 2,271 | 1,845 | 4,884 | 2,949 |
General and Administrative Expense | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | $ 4,425 | $ 4,062 | $ 8,786 | $ 6,910 |
Provision For Income Taxes - Ad
Provision For Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | |
Income Tax Disclosure [Line Items] | ||
Foreign income tax charge | $ 2.5 | $ 2.5 |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Computation of Company's Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Numerator: | ||||||
Net loss | $ (26,012) | $ (39,110) | $ (6,152) | $ (30,359) | $ (65,122) | $ (36,511) |
Denominator: | ||||||
Weighted-average shares used in computing basic loss per share | 46,957,196 | 46,116,175 | 46,729,663 | 46,007,892 | ||
Weighted-average shares used in computing diluted loss per share | 46,957,196 | 46,116,175 | 46,729,663 | 46,007,892 | ||
Net loss per share, basic | $ (0.55) | $ (0.13) | $ (1.39) | $ (0.79) | ||
Net loss per share, diluted | $ (0.55) | $ (0.13) | $ (1.39) | $ (0.79) |
Net Loss Per Share - Summary _2
Net Loss Per Share - Summary of Common Stock Equivalents of Antidilutive Securities Excluded from Computation of Diluted Net Loss per Share (Details) - shares | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of net loss per share | 11,531,291 | 8,429,329 |
Common Stock Options Issued and Outstanding | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of net loss per share | 7,507,431 | 6,250,931 |
Restricted Stock Units Issued and Outstanding | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of net loss per share | 3,737,945 | 1,988,426 |
Warrants to Purchase Common Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of net loss per share | 127,616 | 153,070 |
Employee Stock Purchase Plan | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of net loss per share | 158,299 | 36,902 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Jul. 26, 2022 | Aug. 05, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
2018 Merck Agreement | Merck Sharp & Dohme Corp | ||||
Subsequent Event [Line Items] | ||||
Milestone payment received | $ 2.5 | |||
Common Stock | ATM | ||||
Subsequent Event [Line Items] | ||||
Shares of common stock | 1,716,996 | |||
Net proceeds from issuance of common stock | $ 8.2 | |||
Subsequent Event | 2018 Merck Agreement | Merck Sharp & Dohme Corp | ||||
Subsequent Event [Line Items] | ||||
Milestone payment received | $ 10 | |||
Subsequent Event | Common Stock | ATM | ||||
Subsequent Event [Line Items] | ||||
Shares of common stock | 3,518,619 | |||
Net proceeds from issuance of common stock | $ 19.9 |